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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Arora Nikesh		 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)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O PALO ALTO NETWORKS INC., 3000 TANNERY WAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/6/2023
(Street)

SANTA CLARA, CA 95054		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 6/6/2023  S  17134 D$225.079 (1)1075825 D  
Common Stock 6/6/2023  S  2535 D$226.106 (2)1073290 D  
Common Stock 6/7/2023  M  474300 A$66.1667 1547590 D  
Common Stock 6/7/2023  S  109613 D$216.595 (3)1437977 D  
Common Stock 6/7/2023  S  26608 D$217.857 (4)1411369 D  
Common Stock 6/7/2023  S  110595 D$218.682 (5)1300774 D  
Common Stock 6/7/2023  S  118668 D$219.735 (6)1182106 D  
Common Stock 6/7/2023  S  104366 D$220.773 (7)1077740 D  
Common Stock 6/7/2023  S  26487 D$221.554 (8)1051253 D  
Common Stock 6/7/2023  S  33832 D$225.246 (9)1017421 D  
Common Stock 6/7/2023  D(10)  21279 D$0.00 996142 D  
Common Stock         16005 I See footnote (11)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $66.1667 6/7/2023  M     474300   (12)12/7/2025 Common Stock 474300 $0.00 3000000 D  
Phantom Stock  (10)(13)6/7/2023  A   21279     (10)(13) (10)(13)Common Stock 21279  (10)(13)191439 D  
Explanation of Responses:
(1) This sale price represents the weighted average sale price of the shares sold ranging from $225.00 to $225.10 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 sold at each separate price within the range set forth in this Form 4.
(2) This sale price represents the weighted average sale price of the shares sold ranging from $226.00 to $226.30 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 sold at each separate price within the range set forth in this Form 4.
(3) This sale price represents the weighted average sale price of the shares sold ranging from $216.25 to $217.245 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 sold at each separate price within the range set forth in this Form 4.
(4) This sale price represents the weighted average sale price of the shares sold ranging from $217.26 to $218.25 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 sold at each separate price within the range set forth in this Form 4.
(5) This sale price represents the weighted average sale price of the shares sold ranging from $218.26 to $219.25 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 sold at each separate price within the range set forth in this Form 4.
(6) This sale price represents the weighted average sale price of the shares sold ranging from $219.26 to $220.255 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 sold at each separate price within the range set forth in this Form 4.
(7) This sale price represents the weighted average sale price of the shares sold ranging from $220.26 to $221.255 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 sold at each separate price within the range set forth in this Form 4.
(8) This sale price represents the weighted average sale price of the shares sold ranging from $221.26 to $221.97 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 sold at each separate price within the range set forth in this Form 4.
(9) This sale price represents the weighted average sale price of the shares sold ranging from $225.00 to $225.84 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 sold at each separate price within the range set forth in this Form 4.
(10) In connection with the vesting of previously reported restricted stock units, the Reporting Person elected to defer these shares pursuant to the Palo Alto Networks, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan").
(11) Shares are held by Bacchey Investments L.P., of which Bacchey Management LLC (the "LLC") is the General Partner. The Reporting Person is the manager of the LLC. The sole member of the LLC is the Aurora Trust, for which the Reporting Person serves as a trustee.
(12) The shares subject to the option are fully vested and exercisable.
(13) Pursuant to the Deferred Compensation Plan, each share of phantom stock represents the Reporting Person's right to receive one share of common stock of the Issuer. The common stock shares will be released on or about January 31, 2027.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Arora Nikesh
C/O PALO ALTO NETWORKS INC.
3000 TANNERY WAY
SANTA CLARA, CA 95054		X
Chief Executive Officer
Signatures
/s/ Mary Shimizu, Attorney-in-Fact for Nikesh Arora6/8/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Palo Alto Networks (NASDAQ:PANW)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Palo Alto Networks Charts.
Palo Alto Networks (NASDAQ:PANW)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Palo Alto Networks Charts.