0001181431-12-041399.txt : 20120719 0001181431-12-041399.hdr.sgml : 20120719 20120719204027 ACCESSION NUMBER: 0001181431-12-041399 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120719 FILED AS OF DATE: 20120719 DATE AS OF CHANGE: 20120719 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Palo Alto Networks Inc CENTRAL INDEX KEY: 0001327567 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 202530195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 3300 OLCOTT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-753-4000 MAIL ADDRESS: STREET 1: 3300 OLCOTT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greylock XI GP Limited Partnership CENTRAL INDEX KEY: 0001351699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35594 FILM NUMBER: 12970825 BUSINESS ADDRESS: STREET 1: ONE BRATTLE SQUARE, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 781-662-2200 MAIL ADDRESS: STREET 1: ONE BRATTLE SQUARE, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 3 1 rrd351346.xml FORM 3 X0206 3 2012-07-19 0 0001327567 Palo Alto Networks Inc PANW 0001351699 Greylock XI GP Limited Partnership 2550 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Common Stock 96909 I See footnote Common Stock 2700 I See footnote Series A-1 Preferred Stock Common Stock 211458 I See footnote Series A-1 Preferred Stock Common Stock 5892 I See footnote Series A-2 Preferred Stock Common Stock 7668692 I See footnote Series A-2 Preferred Stock Common Stock 213642 I See footnote Series B Preferred Stock Common Stock 2089081 I See footnote Series B Preferred Stock Common Stock 58200 I See footnote Series C Preferred Stock Common Stock 2005636 I See footnote Series C Preferred Stock Common Stock 55875 I See footnote Shares held directly by Greylock XI Limited Partnership ("GL XI LP"). GL XI GP, the general partner of GL XI LP, has sole voting and dispositive power with respect to the securities held by GL XI LP. Each of these entities disclaims beneficial ownership of the securities held by GL XI LP except to the extent of any pecuniary interest therein. Shares held directly by Greylock XI-A Limited Partnership ("GL XI-A LP"). GL XI GP, the general partner of GL XI-A LP, has sole voting and dispositive power with respect to the securities held by GL XI-A LP. Each of these entities disclaims beneficial ownership of the securities held by GL XI-A LP except to the extent of any pecuniary interest therein. Each share of Series A-1 Preferred Stock, A-2 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converts into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. /s/ Sonia Sexton, as Attorney-in-Fact for Greylock XI GP Partnership both in its individual capacity and in its capacity as the General partner of Greylock XI Limited Partnership 2012-07-19 EX-24. 2 rrd315270_356169.htm POWER OF ATTORNEY rrd315270_356169.html 
                               POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Palo Alto Networks Inc.
(the "Company"), hereby constitutes and appoints Jeff True and Sonia Sexton, the
undersigned's true and lawful attorneys-in-fact to:

        1.      complete and execute Forms 3, 4 and 5 and other forms and all
                amendments thereto as such attorneys-in-fact shall in their
                discretion determine to be required or advisable pursuant to
                Section 16 of the Securities Exchange Act of 1934 (as amended)
                and the rules and regulations promulgated thereunder, or any
                successor laws and regulations, as a consequence of the
                undersigned's ownership, acquisition or disposition of
                securities of the Company; and

        2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, the Company and such other person or
                agency as the attorneys-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to co mply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of July, 2012.

                                        Greylock XI GP Limited Partnership

                                        Signature: /s/ Donald A. Sullivan
                                                   ----------------------------
                                                    Donald A. Sullivan

                                        Title: Administrative Partner
                                               --------------------------------