Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
06/07/2018
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date Original Filed(Month/Day/Year)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/07/2018   P(1)   800 A $ 196.761 (2) 800 D  
Common Stock 06/07/2018   P(1)   3,318 A $ 197.746 (3) 4,118 D  
Common Stock 06/07/2018   P(1)   7,131 A $ 198.683 (4) 11,249 D  
Common Stock 06/07/2018   P(1)   1,808 A $ 199.858 (5) 13,057 D  
Common Stock 06/07/2018   P(1)   400 A $ 200.54 (6) 13,457 D  
Common Stock 06/07/2018   P(1)   300 A $ 203.69 (7) 13,757 D  
Common Stock 06/07/2018   P(1)   2,663 A $ 204.59 (8) 16,420 D  
Common Stock 06/07/2018   A   198,597 (9) A $ 0 215,017 D  
Common Stock 06/08/2018   P(1)   800 A $ 196.98 (10) 215,817 D  
Common Stock 06/08/2018   P(1)   4,902 A $ 197.891 (11) 220,719 D  
Common Stock 06/08/2018   P(1)   5,231 A $ 198.991 (12) 225,950 D  
Common Stock 06/08/2018   P(1)   5,902 A $ 199.617 (13) 231,852 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Performance Stock Option (right to buy) $ 198.5 06/07/2018   A   1,158,100     (14) 12/07/2025 Common Stock 1,158,100 $ 0 1,158,100 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Arora Nikesh
C/O PALO ALTO NETWORKS, INC.
3000 TANNERY WAY
SANTA CLARA, CA 95054
  X     Chief Executive Officer  

Signatures

 /s/ Jeff True, Attorney in-Fact for Nikesh Arora   06/11/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person's purchases were pursuant to the terms set forth in the offer letter by and between the Issuer and the Reporting Person, dated May 30, 2018, that was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on June 4, 2018.
(2) This price represents the weighted average purchase price of the shares purchased ranging from $196.20 to $197.14 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 purchased at each separate price within the range set forth in this Form 4.
(3) This price represents the weighted average purchase price of the shares purchased ranging from $197.24 to $198.21 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 purchased at each separate price within the range set forth in this Form 4.
(4) This price represents the weighted average purchase price of the shares purchased ranging from $198.30 to $199.25 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 purchased at each separate price within the range set forth in this Form 4.
(5) This price represents the weighted average purchase price of the shares purchased ranging from $199.33 to $200.25 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 purchased at each separate price within the range set forth in this Form 4.
(6) This price represents the weighted average purchase price of the shares purchased ranging from $200.38 to $200.72 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 purchased at each separate price within the range set forth in this Form 4.
(7) This price represents the weighted average purchase price of the shares purchased ranging from $203.36 to $204.35 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 purchased at each separate price within the range set forth in this Form 4.
(8) This price represents the weighted average purchase price of the shares purchased ranging from $204.39 to $205.01 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 purchased at each separate price within the range set forth in this Form 4.
(9) Each share is represented by a Restricted Stock Unit ("RSU") and a contingent right to receive one share of PANW common stock for each RSU. One-seventh (1/7) of the RSUs will vest on June 7, 2019 and the remaining RSUs will vest in equal increments quarterly thereafter over the next six years, subject to the Reporting Person continuing to be a Service Provider through each vesting date.
(10) This price represents the weighted average purchase price of the shares purchased ranging from $196.37 to $197.35 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 purchased at each separate price within the range set forth in this Form 4.
(11) This price represents the weighted average purchase price of the shares purchased ranging from $197.37 to $198.35 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 purchased at each separate price within the range set forth in this Form 4.
(12) This price represents the weighted average purchase price of the shares purchased ranging from $198.39 to $199.37 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 purchased at each separate price within the range set forth in this Form 4.
(13) This price represents the weighted average purchase price of the shares purchased ranging from $199.41 to $200.18 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 purchased at each separate price within the range set forth in this Form 4.
(14) The 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, of which such terms are set forth in the offer letter by and between the Issuer and the Reporting Person, dated May 30, 2018, that was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on June 4, 2018. 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 June 7, subject to the Reporting Person continuing to be a Service Provider through each vesting date.

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