SEC Form 4 · accession 0001209191-18-036931
Palo Alto Networks Inc · PANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nikesh Arora
Officer — Chief Executive Officer · Director
Period of report
Jun 7, 2018
Accepted (ET)
Jun 11, 2018 · 4:18 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 StockF2 | Jun 7, 2018 | P | 800 | $196.761 | A | 800 | D | |
| Common StockF3 | Jun 7, 2018 | P | 3,318 | $197.746 | A | 4,118 | D | |
| Common StockF4 | Jun 7, 2018 | P | 7,131 | $198.683 | A | 11,249 | D | |
| Common StockF5 | Jun 7, 2018 | P | 1,808 | $199.858 | A | 13,057 | D | |
| Common StockF6 | Jun 7, 2018 | P | 400 | $200.54 | A | 13,457 | D | |
| Common StockF7 | Jun 7, 2018 | P | 300 | $203.69 | A | 13,757 | D | |
| Common StockF8 | Jun 7, 2018 | P | 2,663 | $204.59 | A | 16,420 | D | |
| Common StockF9 | Jun 7, 2018 | A | 198,597 | $0.00 | A | 215,017 | D | |
| Common StockF10 | Jun 8, 2018 | P | 800 | $196.98 | A | 215,817 | D | |
| Common StockF11 | Jun 8, 2018 | P | 4,902 | $197.891 | A | 220,719 | D | |
| Common StockF12 | Jun 8, 2018 | P | 5,231 | $198.991 | A | 225,950 | D | |
| Common StockF13 | Jun 8, 2018 | P | 5,902 | $199.617 | A | 231,852 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Option (right to buy)F14 | $198.50 | Jun 7, 2018 | A | 1,158,100 | A | — | Dec 7, 2025 | Common Stock | 1,158,100 | 1,158,100 | D |
Explanation of responses
- F1The Reporting Person's purchases were pursuant to the terms set forth in the offer letter by and between the Issuer and the Reporting Person, dated May 30, 2018, that was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on June 4, 2018.
- F10This price represents the weighted average purchase price of the shares purchased ranging from $196.37 to $197.35 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F11This price represents the weighted average purchase price of the shares purchased ranging from $197.37 to $198.35 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F12This price represents the weighted average purchase price of the shares purchased ranging from $198.39 to $199.37 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F13This price represents the weighted average purchase price of the shares purchased ranging from $199.41 to $200.18 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F14The shares subject to the Performance Stock Option become eligible to vest ("Eligible Option Shares") upon achievement of certain stock price targets (the "Stock Price Achievements") during applicable performance windows, of which such terms are set forth in the offer letter by and between the Issuer and the Reporting Person, dated May 30, 2018, that was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on June 4, 2018. To the extent that Stock Price Achievements have been met, Eligible Option Shares will vest as to 1/4 of such shares on each annual anniversary of June 7, subject to the Reporting Person continuing to be a Service Provider through each vesting date.
- F2This price represents the weighted average purchase price of the shares purchased ranging from $196.20 to $197.14 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F3This price represents the weighted average purchase price of the shares purchased ranging from $197.24 to $198.21 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F4This price represents the weighted average purchase price of the shares purchased ranging from $198.30 to $199.25 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F5This price represents the weighted average purchase price of the shares purchased ranging from $199.33 to $200.25 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F6This price represents the weighted average purchase price of the shares purchased ranging from $200.38 to $200.72 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F7This price represents the weighted average purchase price of the shares purchased ranging from $203.36 to $204.35 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F8This price represents the weighted average purchase price of the shares purchased ranging from $204.39 to $205.01 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
- F9Each share is represented by a Restricted Stock Unit ("RSU") and a contingent right to receive one share of PANW common stock for each RSU. One-seventh (1/7) of the RSUs will vest on June 7, 2019 and the remaining RSUs will vest in equal increments quarterly thereafter over the next six years, subject to the Reporting Person continuing to be a Service Provider through each vesting date.