0001193125-13-053264.txt : 20130213 0001193125-13-053264.hdr.sgml : 20130213 20130213062100 ACCESSION NUMBER: 0001193125-13-053264 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: SC XI MANAGEMENT, LLC GROUP MEMBERS: SCGF III MANAGEMENT, LLC GROUP MEMBERS: SEQUOIA CAPITAL GROWTH FUND III, L.P. GROUP MEMBERS: SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND LLC GROUP MEMBERS: SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. GROUP MEMBERS: SEQUOIA CAPITAL XI PRINCIPALS FUND LLC GROUP MEMBERS: SEQUOIA TECHNOLOGY PARTNERS XI, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87250 FILM NUMBER: 13599487 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI CENTRAL INDEX KEY: 0001228834 IRS NUMBER: 542094242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d484630dsc13g.htm SC 13G SC 13G

 

 

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