2014

Palo Alto Networks Announces Partial Release of Lock-up Agreements with Certain Officers and Directors in Connection with Proposed Secondary Offering

SANTA CLARA, Calif., Oct. 15, 2012 /PRNewswire/ -- Palo Alto Networks, Inc. (NYSE: PANW) announced today that Morgan Stanley & Co. LLC and Goldman, Sachs & Co., who were lead joint book-running managers for Palo Alto Networks' initial public offering in July 2012, are releasing a lock-up restriction with respect to certain shares of Palo Alto Networks' common stock held by certain officers and directors of Palo Alto Networks. The release will take effect concurrently with Palo Alto Networks' recently announced proposed secondary offering, and the shares may be sold only in connection with such offering.

On October 5, 2012, the company filed a registration statement with the U.S. Securities and Exchange Commission (the "SEC") for a proposed public offering of shares of its common stock. All of the shares to be sold in the offering will be sold by existing stockholders of the company. Palo Alto Networks will not receive any proceeds from the sale of the shares. The primary purposes of the offering are to facilitate an orderly distribution of shares and to increase the company's public float.

Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Citigroup Global Markets Inc. will act as lead joint book-running managers for the offering, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., UBS Securities LLC and Raymond James & Associates, Inc. will act as book-running managers for the offering.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering will be made only by means of a prospectus.  Copies of the preliminary prospectus related to the offering may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, telephone: 1-866-718-1649, or email: prospectus@morganstanley.com; from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, or email: prospectus-ny@ny.email.gs.com; or from Citigroup Global Markets, Inc., Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn, NY 11220, telephone 1-800-831-9146, or email: batprospectusdept@citi.com.

SOURCE Palo Alto Networks, Inc.



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