Nikesh Arora - 06 Jun 2023 Form 4 Insider Report for Palo Alto Networks Inc (PANW)

Role: Chief Executive Officer, Director
Signature: /s/ Mary Shimizu, Attorney-in-Fact for Nikesh Arora
Issuer symbol: PANW
Transactions as of: 06 Jun 2023
Net transactions value: -$89,375,850
Form type: 4
Filing time: 08 Jun 2023, 16:19:07 UTC
Previous filing: 26 May 2023
Next filing: 21 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PANW	Common Stock	Sale	$3,856,504	-17,134	-1.6%	$225.08	1,075,825	06 Jun 2023	Direct	F1
transaction	PANW	Common Stock	Sale	$573,179	-2,535	-0.24%	$226.11	1,073,290	06 Jun 2023	Direct	F2
transaction	PANW	Common Stock	Options Exercise	$31,382,866	+474,300	+44%	$66.17	1,547,590	07 Jun 2023	Direct
transaction	PANW	Common Stock	Sale	$23,741,628	-109,613	-7.1%	$216.60	1,437,977	07 Jun 2023	Direct	F3
transaction	PANW	Common Stock	Sale	$5,796,739	-26,608	-1.9%	$217.86	1,411,369	07 Jun 2023	Direct	F4
transaction	PANW	Common Stock	Sale	$24,185,136	-110,595	-7.8%	$218.68	1,300,774	07 Jun 2023	Direct	F5
transaction	PANW	Common Stock	Sale	$26,075,513	-118,668	-9.1%	$219.74	1,182,106	07 Jun 2023	Direct	F6
transaction	PANW	Common Stock	Sale	$23,041,195	-104,366	-8.8%	$220.77	1,077,740	07 Jun 2023	Direct	F7
transaction	PANW	Common Stock	Sale	$5,868,301	-26,487	-2.5%	$221.55	1,051,253	07 Jun 2023	Direct	F8
transaction	PANW	Common Stock	Sale	$7,620,523	-33,832	-3.2%	$225.25	1,017,421	07 Jun 2023	Direct	F9
transaction	PANW	Common Stock	Disposed to Issuer	$0	-21,279	-2.1%	$0.000000	996,142	07 Jun 2023	Direct	F10
holding	PANW	Common Stock						16,005	06 Jun 2023	See footnote	F11

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	Stock Option (right to buy)	Options Exercise	$0	-474,300	-14%	$0.000000	3,000,000	07 Jun 2023	Common Stock	474,300	$66.17	Direct	F12
transaction	PANW	Phantom Stock	Award		+21,279	+13%		191,439	07 Jun 2023	Common Stock	21,279		Direct	F10, F13

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	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").
F11	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.
F12	The shares subject to the option are fully vested and exercisable.
F13	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.