SEC Form 4 · accession 0001209191-15-060123

Palo Alto Networks Inc · PANW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James J Goetz

Director

Period of report

Jul 6, 2015

Accepted (ET)

Jul 8, 2015 · 4:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001327567

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 6, 2015	J	1,475,592	—	D	0	I	By Sequoia Capital Growth Fund III, LP
Common Stock^F1,F2	Jul 6, 2015	J	76,202	—	D	0	I	By Sequoia Capital Growth III Principals Fund, LLC
Common Stock^F1,F2	Jul 6, 2015	J	16,150	—	D	0	I	By Sequoia Capital Growth Partners III, LP
Common Stock^F3	Jul 6, 2015	J	37,925	—	A	336,258	D
Common Stock^F3	Jul 6, 2015	J	681	—	A	336,939	D
Common Stock^F3,F4	Jul 6, 2015	J	454	—	A	9,894	I	By The Goetz Children's Trust 4/24/1998
Common Stock^F5	holding	—	—		—	3,539,209	I	By Sequoia Capital XI, LP
Common Stock^F5	holding	—	—		—	385,039	I	By Sequoia Capital XI Principals Fund, LLC
Common Stock^F5	holding	—	—		—	111,799	I	By Sequoia Technology Partners XI, LP

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.
F2The Reporting Person is a Managing Member of SCGF III Management, LLC ("SCGF III Management"), the general partner of Sequoia Capital Growth Fund III, LP and Sequoia Capital Growth Partners III, LP and the managing member of Sequoia Capital Growth III Principals Fund, LLC. By virtue of these relationships, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, LP, Sequoia Capital Growth Partners III, LP and Sequoia Capital Growth III Principals Fund, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F3Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above as follows: (i) 37,925 shares from Sequoia Capital Growth Fund III, LP to the Reporting Person; (ii) 681 shares from Sequoia Capital Growth III Principals Fund, LLC to the Reporting Person; and (iii) 454 shares from Sequoia Capital Growth III Principals Fund, LLC to the Goetz Children's Trust 4/24/1998.
F4Shares held by The Goetz Children's Trust 4/24/1998. The Reporting Person may be deemed to beneficially own the shares held by The Goetz Children's Trust 4/24/1998. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
F5The Reporting Person is a Non-Managing Member of SC XI Management, LLC ("SC XI Management"), the general partner of Sequoia Capital XI, LP and Sequoia Technology Partners XI, LP and the managing member of Sequoia Capital XI Principals Fund, LLC. In addition, the Reporting Person is a member of Sequoia Capital XI Principals Fund, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.