Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Xu Haoying (Wilson)
 2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014		 3. Issuer Name and Ticker or Trading Symbol
Palo Alto Networks Inc [PANW]
(Last)
(First)
(Middle)
C/O PALO ALTO NETWORKS, INC., 4401 GREAT AMERICA PKWY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Engineering
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95054		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 113,988 (1)
D
 
Common Stock 85,500
I
See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (3) 01/08/2020 Common Stock 8,348 $ 0.64 D  
Employee Stock Option (right to buy) 12/10/2011(4) 12/10/2020 Common Stock 15,152 $ 3.62 D  
Employee Stock Option (right to buy) 12/20/2012(4) 12/20/2021 Common Stock 20,000 $ 12.45 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Xu Haoying (Wilson)
C/O PALO ALTO NETWORKS, INC.
4401 GREAT AMERICA PKWY
SANTA CLARA, CA 95054		       SVP, Engineering  

Signatures

/s/ Jeff True, Attorney in-Fact for Haoying (Wilson) Xu 04/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 110,091 shares are represented by restricted stock units ("RSUs"). One-third (1/3) of the RSUs vest on the first anniversary of their respective grant dates, and one-twelfth (1/12) of the RSUs vest quarterly thereafter, provided that the Reporting Person continues to serve through each vesting date.
(2) The reported securities are held of record by the Xu/Chen Family Trust U/A DTD 06/18/2013, for which the Reporting Person and his spouse serve as co-trustees.
(3) The shares subject to the option are fully vested and exercisable.
(4) One-fourth (1/4) of the shares subject to the option vested on the first anniversary of the grant date and one forty-eighth (1/48) of the shares vest monthly thereafter, provided that the Reporting Person continues to serve through each vesting date.

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