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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ZUK NIR 		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)
EVP, Chief Technology Officer
(Last)          (First)          (Middle)

C/O PALO ALTO NETWORKS INC., 3000 TANNERY WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2019
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/31/2019     A    11035   (1) A $0.00   926861   D    
Common Stock   7/31/2019     A    11035   (2) A $0.00   937896   D    
Common Stock   7/31/2019     A    534   (3) A $0.00   938430   D    
Common Stock   8/1/2019     S    1300   (4) D $224.76   (5) 937130   D    
Common Stock   8/1/2019     S    2587   (4) D $225.52   (6) 934543   D    
Common Stock   8/1/2019     S    3800   (4) D $226.82   (7) 930743   D    
Common Stock   8/1/2019     S    2606   (4) D $227.82   (8) 928137   D    
Common Stock   8/1/2019     S    1607   (4) D $228.65   (9) 926530   D    
Common Stock   8/1/2019     S    100   (4) D $229.41   926430   D    
Common Stock                  209077   I   See footnote   (10)
Common Stock                  44976   I   See footnote   (11)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  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.
(2)  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.
(3)  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.
(4)  These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
(5)  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.
(6)  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.
(7)  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.
(8)  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.
(9)  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.
(10)  Shares are held by the Zuk 2017 GRAT dates March 29, 2017, for which the Reporting Person serves as a trustee.
(11)  Shares are held by the Zuk 2015 GRAT dated June 17, 2015, for which the Reporting Person serves as a trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ZUK NIR
C/O PALO ALTO NETWORKS INC.
3000 TANNERY WAY
SANTA CLARA, CA 95054 		X
EVP, Chief Technology Officer

Signatures
/s/ Jeff True, Attorney-in-Fact for Nir Zuk 8/2/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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