Nikesh Arora - 20 Oct 2022 Form 4 Insider Report for Palo Alto Networks Inc (PANW)

Role: Chief Executive Officer, Director
Signature: /s/ Elizabeth Villalobos, Attorney-in-Fact for Nikesh Arora
Issuer symbol: PANW
Transactions as of: 20 Oct 2022
Net transactions value: -$3,854,808
Form type: 4
Filing time: 24 Oct 2022, 17:05:14 UTC
Previous filing: 08 Sep 2022
Next filing: 07 Dec 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PANW	Common Stock	Tax liability	$3,854,808	-24,076	-1.7%	$160.11	1,352,915	20 Oct 2022	Direct	F1, F2
transaction	PANW	Common Stock	Disposed to Issuer	$0	-19,140	-1.4%	$0.000000	1,333,775	20 Oct 2022	Direct	F3
holding	PANW	Common Stock						16,005	20 Oct 2022	See footnote	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PANW	Phantom Stock	Award		+19,140			19,140	20 Oct 2022	Common Stock	19,140		Direct	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This 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 performance-based restricted stock units.
F2	The number of shares beneficially owned reflects the Issuer's 3-for-1 stock split effected September 13, 2022.
F3	In connection with the vesting of previously reported performance-based 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").
F4	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.
F5	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 January 31, 2027.