SEC Form 4 · accession 0001209191-17-057860
Palo Alto Networks Inc · PANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lee Klarich
Officer — Chief Product Officer
Period of report
Oct 20, 2017
Accepted (ET)
Oct 24, 2017 · 4:45 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 StockF1 | Oct 20, 2017 | A | 27,772 | $0.00 | A | 413,579 | D | |
| Common StockF2 | Oct 20, 2017 | A | 27,772 | $0.00 | A | 441,351 | D | |
| Common StockF3 | Oct 20, 2017 | D | 8,817 | $0.00 | D | 432,534 | D | |
| Common Stock | Oct 20, 2017 | F | 1,882 | $149.61 | D | 430,652 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share is represented by a restricted stock unit ("RSU"). 25% of the RSUs shall vest quarterly in equal increments during year 1; 37.5% of the RSUs shall vest quarterly in equal increments during year 2; 25% of the RSUs shall vest quarterly in equal increments during year 3; and 12.5% of the RSUs shall vest quarterly in equal increments each year during year 4, subject to the Reporting Person continuing to be a Service Provider through each vesting date.
- F2Each share is represented by a performance-based restricted stock unit ("PSU"). The number of shares reported is at the target award amount. The Reporting Person may potentially earn from 50% to 120% of the target based on the achievement, if any, of the performance criteria at the end of the performance period. The actual award earned shall be determined upon certification by the Issuer's Compensation Committee. If earned, the eligible PSUs would vest according to the vesting schedule set forth above in footnote (1).
- F3Represents the forfeiture of previously reported performance stock awards granted to the Reporting Person that were eligible to vest based on the certified achievement of certain performance objectives.
- F4This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock awards and performance-based restricted stock awards.