X0306 4 2019-07-31 0 0001327567 Palo Alto Networks Inc PANW 0001250333 ZUK NIR C/O PALO ALTO NETWORKS INC. 3000 TANNERY WAY SANTA CLARA CA 95054 1 1 0 0 EVP, Chief Technology Officer Common Stock 2019-07-31 4 A 0 11035 0.00 A 926861 D Common Stock 2019-07-31 4 A 0 11035 0.00 A 937896 D Common Stock 2019-07-31 4 A 0 534 0.00 A 938430 D Common Stock 2019-08-01 4 S 0 1300 224.76 D 937130 D Common Stock 2019-08-01 4 S 0 2587 225.52 D 934543 D Common Stock 2019-08-01 4 S 0 3800 226.82 D 930743 D Common Stock 2019-08-01 4 S 0 2606 227.82 D 928137 D Common Stock 2019-08-01 4 S 0 1607 228.65 D 926530 D Common Stock 2019-08-01 4 S 0 100 229.41 D 926430 D Common Stock 209077 I See footnote Common Stock 44976 I See footnote Each share is represented by a restricted stock unit ("RSU"). One-twelfth (1/12) of the shares shall vest on January 20, 2020 and one-twelfth (1/12) of the shares shall vest quarterly thereafter, in each case, subject to the Reporting Person continuing to be a Service Provider through each vesting date. Each share is represented by a performance-based restricted stock unit ("PSU"). The number of shares reported is at the target award amount. The Reporting Person may potentially earn from 75% to 100% of one-third (1/3) the total target award amount each year based on the achievement, if any, of the performance criteria at the end of each annual performance period over a three year period. The actual award earned shall be determined upon certification by the Issuer's Compensation Committee. If earned, the eligible PSUs from each performance period will vest on each of October 20, 2020, October 20, 2021, and October 20, 2022, subject to the Reporting Person continuing to be a Service Provider through each vesting date. Each share is represented by an RSU. One-fourth (1/4) of the RSUs will vest quarterly over a one year period, subject to the Reporting Person continuing to be a Service Provider through each vesting date. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. This sale price represents the weighted average sale price of the shares sold ranging from $224.21 to $225.12 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. This sale price represents the weighted average sale price of the shares sold ranging from $225.22 to $225.91 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. This sale price represents the weighted average sale price of the shares sold ranging from $226.38 to $227.36 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. This sale price represents the weighted average sale price of the shares sold ranging from $227.40 to $228.38 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. This sale price represents the weighted average sale price of the shares sold ranging from $228.41 to $229.24 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. Shares are held by the Zuk 2017 GRAT dates March 29, 2017, for which the Reporting Person serves as a trustee. Shares are held by the Zuk 2015 GRAT dated June 17, 2015, for which the Reporting Person serves as a trustee. /s/ Jeff True, Attorney-in-Fact for Nir Zuk 2019-08-02