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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1. Name and Address of Reporting Person * Greylock XI GP Limited Partnership   2. Issuer Name and Ticker or Trading Symbol Palo Alto Networks Inc [PANW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2550 SAND HILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 07/25/2012 (Street) MENLO PARK, CA 94025 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 07/25/2012   C   11,974,867 A (1) 12,071,776 I See footnote (2) Common Stock 07/25/2012   C   333,609 A (1) 336,309 I See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Series A-1 Preferred Stock	(1)	07/25/2012		C			211,458	(1)	(1)	Common Stock	211,458	$ 0	0	I	See footnote (2)
Series A-1 Preferred Stock	(1)	07/25/2012		C			5,892	(1)	(1)	Common Stock	5,892	$ 0	0	I	See footnote (3)
Series A-2 Preferred Stock	(1)	07/25/2012		C			7,668,692	(1)	(1)	Common Stock	7,668,692	$ 0	0	I	See footnote (2)
Series A-2 Preferred Stock	(1)	07/25/2012		C			213,642	(1)	(1)	Common Stock	213,642	$ 0	0	I	See footnote (3)
Series B Preferred Stock	(1)	07/25/2012		C			2,089,081	(1)	(1)	Common Stock	2,089,081	$ 0	0	I	See footnote (2)
Series B Preferred Stock	(1)	07/25/2012		C			58,200	(1)	(1)	Common Stock	58,200	$ 0	0	I	See footnote (3)
Series C Preferred Stock	(1)	07/25/2012		C			2,005,636	(1)	(1)	Common Stock	2,005,636	$ 0	0	I	See footnote (2)
Series C Preferred Stock	(1)	07/25/2012		C			55,875	(1)	(1)	Common Stock	55,875	$ 0	0	I	See footnote (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Greylock XI GP Limited Partnership 2550 SAND HILL ROAD MENLO PARK, CA 94025		X

Signatures

/s/ Jeff True, as Attorney-in-Fact for Greylock XI GP Limited Partnership both in its individual capacity and in its capacity as the general partner of Greylock XI Limited Partnership		07/25/2012
**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)	Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted 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 had no expiration date.
(2)	Shares held directly by Greylock XI Limited Partnership ("GL XI LP"). Greylock XI GP Limited Partnership ("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. GL XI GP disclaims beneficial ownership of the securities held by GL XI LP except to the extent of any pecuniary interest therein.
(3)	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. GL XI GP disclaims beneficial ownership of the securities held by GL XI-A LP except to the extent of any pecuniary interest therein.

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