SEC Form 4 · accession 0001209191-18-038743
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 18, 2018
Accepted (ET)
Jun 20, 2018 · 4:06 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,F2 | Jun 18, 2018 | A | 95,650 | $0.00 | A | 389,897 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share is represented by a Restricted Stock Unit ("Investment RSU") and a contingent right to receive one share of PANW common stock for each RSU (each, an "Investment Share"). One-fourth (1/4) of the Investment RSUs will vest on June 18, 2019 and the remaining Investment RSUs will vest in equal increments quarterly thereafter over the next three years, subject to the Reporting Person continuing to be a Service Provider through each vesting date and holding all of the Investment Shares through each vesting date. If the Reporting Person ceases to hold all of the Investment Shares until June 6, 2022, the Reporting Person will forfeit all of the Investment RSUs.
- F2The Investment RSUs were granted contingent upon the Reporting Person's purchase of $20,000,000 worth of Issuer common stock on the public market within generally 30 days following his start date, 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.