SEC Form 4 · accession 0001209191-18-055908
Palo Alto Networks Inc · PANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nir Zuk
Officer — EVP, Chief Technology Officer · Director
Period of report
Oct 20, 2018
Accepted (ET)
Oct 22, 2018 · 8:34 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 | Oct 20, 2018 | F | 2,558 | $193.51 | D | 1,125,266 | D | |
| Common StockF3 | holding | — | — | — | 44,976 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 250,000 | I | See footnote |
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)F5 | $193.51 | Oct 20, 2018 | A | 503,019 | A | — | Oct 20, 2028 | Common Stock | 503,019 | 503,019 | D |
Explanation of responses
- F1This 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 performance-based restricted stock units, performance-based restricted stock awards, restricted stock units, and restricted stock awards.
- F2Reflects the additional above-target number of shares earned from previously reported performance-based restricted stock unit stock awards granted to the Reporting Person on October 20, 2017 that were eligible to vest based on the certified achievement of certain performance objectives.
- F3Shares are held by the Zuk 2015 GRAT dated June 17, 2015, for which the Reporting Person serves as a trustee.
- F4Shares are held by the Zuk 2017 GRAT dated March 29, 2017, for which the Reporting Person serves as a trustee.
- F5The 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. 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 October 20, subject to the Reporting Person continuing to be a Service Provider through each vesting date.