SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
PALO ALTO NETWORKS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
697435105
(CUSIP Number)
12/31/12
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 15 Pages
| CUSIP NO. 697435105 | 13 G | Page 2 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI, L.P. (“SC XI”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
54-2094242 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,617,630 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,617,630 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,617,630 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 697435105 | 13 G | Page 3 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XI, L.P. (“STP XI”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-0005558 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
335,396 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
335,396 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,396 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 697435105 | 13 G | Page 4 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI PRINCIPALS FUND LLC (“SC XI PF”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-0040683 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,155,116 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,155,116 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,155,116 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 697435105 | 13 G | Page 5 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SC XI MANAGEMENT, LLC (“SC XI LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-4236767 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
12,108,142 shares of which 10,617,630 shares are directly held by SC XI, 335,396 shares are directly held by STP XI and 1,155,116 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
12,108,142 shares of which 10,617,630 shares are directly held by SC XI, 335,396 shares are directly held by STP XI and 1,155,116 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,108,142 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.7% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 697435105 | 13 G | Page 6 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH FUND III, L.P. (“SCGF III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812490 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,475,592 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,475,592 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,475,592 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 697435105 | 13 G | Page 7 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. (“SCGP III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3735244 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
16,150 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,150 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,150 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP NO. 697435105 | 13 G | Page 8 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND LLC (“SCG III PF”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3737763 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
76,202 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
76,202 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,202 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 697435105 | 13 G | Page 9 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON
SCGF III MANAGEMENT, LLC (“SCGF III LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812373 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,567,944 shares of which 1,475,592 shares are directly held by SCGF III, 16,150 shares are directly held by SCGP III and 76,202 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,567,944 shares of which 1,475,592 shares are directly held by SCGF III, 16,150 shares are directly held by SCGP III and 76,202 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,567,944 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 697435105 | 13 G | Page 10 of 15 Pages |
| ITEM 1. |
| (a) | Name of Issuer: Palo Alto Networks, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
3300 Olcott Street
Santa Clara, CA 95054
| ITEM 2. |
| (a) | Name of Persons Filing: |
| Sequoia Capital XI, L.P. |
| Sequoia Technology Partners XI, L.P. |
| Sequoia Capital XI Principals Fund, LLC |
| SC XI Management, LLC |
| Sequoia Capital Growth Fund III, L.P. |
| Sequoia Capital Growth Partners III, L.P. |
| Sequoia Capital Growth III Principals Fund LLC |
| SCGF III Management, LLC |
| SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. SCGF III LLC is the General Partner of each of SCGF III and SCGP III, and the Managing Member of SCG III PF. |
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SC XI LLC, SC XI, STP XI, SC XI PF, SCGF III LLC, SCGF III, SCGP III, SCG III PF: Delaware
| (c) | Title of Class of Securities: Common Stock |
| (d) | CUSIP Number: 697435105 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| CUSIP NO. 697435105 | 13 G | Page 11 of 15 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Each of the Reporting Persons may be deemed to be a member of a “group” (within the meaning of Section 13(d)(3) of the Act) with SCGE Fund, L.P., SCGE Management, L.P., SCGE (LTGP), L.P., SCGE GenPar, Ltd. and Christopher Lyle (collectively, the “SCGE Entities”) with respect to the shares of Common Stock beneficially owned by the Reporting Persons. However, each of the Reporting Persons disclaims membership in any such group. The Reporting Persons have been advised that the SCGE Entities beneficially own 110,677 shares of Common Stock, or approximately 0.2% of the Company’s outstanding Common Stock. The SCGE Entities have filed a separate Schedule 13G with respect to the Common Stock.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP NO. 697435105 | 13 G | Page 12 of 15 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2013
| Sequoia Capital XI, L.P. | ||||
| Sequoia Technology Partners XI, L.P. | ||||
| By: | SC XI Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital XI Principals Fund LLC | ||||
| By: | SC XI Management, LLC | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC XI Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth Fund III, L.P. | ||||
| Sequoia Capital Growth Partners III, L.P. | ||||
| By: | SCGF III Management, LLC, | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth III Principals Fund LLC | ||||
| By: | SCGF III Management, LLC, | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| CUSIP NO. 697435105 | 13 G | Page 13 of 15 Pages |
| SCGF III Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| CUSIP NO. 697435105 | 13 G | Page 14 of 15 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of Palo Alto Networks, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 13, 2013
| Sequoia Capital XI, L.P. | ||||
| Sequoia Technology Partners XI, L.P. | ||||
| By: | SC XI Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital XI Principals Fund LLC | ||||
| By: | SC XI Management, LLC | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC XI Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth Fund III, L.P. | ||||
| Sequoia Capital Growth Partners III, L.P. | ||||
| By: | SCGF III Management, LLC, | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| CUSIP NO. 697435105 | 13 G | Page 15 of 15 Pages |
| Sequoia Capital Growth III Principals Fund LLC | ||||
| By: | SCGF III Management, LLC, | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCGF III Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||