PANW Palo Alto Networks Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * ZUK NIR	2. Issuer Name and Ticker or Trading Symbol Palo Alto Networks Inc [ PANW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP, Chief Technology Officer
(Last)          (First)          (Middle) C/O PALO ALTO NETWORKS INC., 3000 TANNERY WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 10/14/2021
(Street) SANTA CLARA, CA 95054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/14/2021		A		12153 (1)	A	$0.00	796399	D
Common Stock								91638	I	See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Each share is represented by a performance-based restricted stock unit (PSU). The number of shares reported is the above-target achievement, as certified by the Issuer's Compensation Committee on October 14, 2021, over the target award amount reported in the Reporting Person's Form 4 that was filed with the SEC on October 20, 2020. These PSUs will vest as follows: Twenty percent (20%) of the shares shall vest in equal quarterly increments during year two with the first vest on January 20, 2022; forty percent (40%) of the shares shall vest in equal quarterly increments during year three; and forty percent (40%) of the shares shall vest in equal quarterly increments during year four, subject tot he Report Person continuing to be a Service Provider each vesting date.
(2)	Shares are held by the Cliff Family Trusts for the benefit of the Reporting Person's children.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZUK NIR C/O PALO ALTO NETWORKS INC. 3000 TANNERY WAY SANTA CLARA, CA 95054	X		EVP, Chief Technology Officer

Signatures
Elizabeth Villalobos, Attorney-in-Fact for Nir Zuk		10/18/2021
**Signature of Reporting Person		Date