SEC Form 4 · accession 0001209191-18-055909
Palo Alto Networks Inc · PANW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathleen Bonanno
Officer — EVP, Chief Financial Officer
Period of report
Oct 20, 2018
Accepted (ET)
Oct 22, 2018 · 8:36 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 | Oct 20, 2018 | A | 9,012 | $0.00 | A | 44,625 | D | |
| Common Stock | Oct 20, 2018 | F | 2,511 | $193.51 | D | 42,114 | 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)F4 | $193.51 | Oct 20, 2018 | A | 167,673 | A | — | Oct 20, 2028 | Common Stock | 167,673 | 167,673 | D |
Explanation of responses
- F1Each share is represented by a restricted stock unit ("RSU"). One-sixteenth (1/16th) of the RSUs will vest on January 20, 2019 and one-sixteenth (1/16) of the RSUs will vest quarterly thereafter, subject to the Reporting Person continuing to be a Service Provider through each vesting date.
- 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 November 22, 2017 that were eligible to vest based on the certified achievement of certain performance objectives.
- F3This 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 and restricted stock units.
- F4The 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.