SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pure Storage, Inc. [ PSTG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/31/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Class B Common Stock | (1) | 06/01/2017 | P(2) | 1,024,538 | (1) | (1) | Class A Common Stock | 1,024,538 | $11.0772(2) | 1,024,538 | I | By Ltd Liability Company (SHA)(3) | |||
Class B Common Stock | (1) | 05/31/2017 | J(4) | 4,098,151 | (1) | (1) | Class A Common Stock | 4,098,151 | (4) | 22,528,515 | I | By Ltd Partnership (SHV)(5) | |||
Class B Common Stock | (1) | 06/01/2017 | P(6) | 3,073,613 | (1) | (1) | Class A Common Stock | 3,073,613 | $11.0772(6) | 25,602,128 | I | By Ltd Partnership (SHV)(5) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 70,986 | 70,986 | D | ||||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 197,730 | 197,730 | I | By Children(7) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 14,420 | 14,420 | I | By Irrevocable Trust (ST)(8) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 154,498 | 154,498 | I | By Irrevocable Trust (WCT)(9) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 490,766 | 490,766 | I | By Ltd Partnership (ROSE)(10) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,361,373 | 1,361,373 | I | By Trust (Trustees)(11) |
Explanation of Responses: |
1. Each share of Class B Common Stock is convertible at any time at the option of the reporting person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of: (1) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof, (ii) the affirmative vote of the holders of Class B Common Stock representing not less than a majority of the outstanding shares of Class B Common Stock, or (iii) October 6, 2025. |
2. In connection with the Liquidation, Sutter Hill Associates, LLC ("SHA") purchased 1,024,538 shares of the Issuer's Class B Common Stock from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices of the Issuer's Class A Common Stock, which is traded on the New York Stock Exchange, over the ninety (90)-day period ended March 31, 2017. |
3. Shares held by SHA. Sutter Hill Ventures, a California Limited Partnerhsip ("SHV") has voting and dispositive power over the shares held by SHA, and the reporting person is a member of SHA. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. |
4. On May 31, 2017, a limited partner (the "Limited Partner") of SHV liquidated its interest in SHV in return for its ratable share of the holdings of SHV, resulting in SHV's disposition to the Limited Partner of 4,098,151 shares of the Issuer's Class B Common Stock (the "Liquidation"). |
5. Shares held by SHV. The reporting person is a managing director and member of the management committee of the general partner of SHV. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. |
6. In connection with the Liquidation, SHV entered into an agreement with the Limited Partner to repurchase 3,073,613 shares of the Issuer's Class B Common Stock from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices of the Issuer's Class A Common Stock, which is traded on the New York Stock Exchange, over the ninety (90)-day period ended March 31, 2017. |
7. Shares held by the reporting person's children. The reporting person disclaims any beneficial ownership in these shares. |
8. Shares held by a trust for the benefit of the reporting person of which the reporting person is the sole trustee. |
9. Shares held by an irrevocable trust for the benefit of the reporting person's children, of which the reporting person is a trustee. The reporting person disclaims any beneficial ownership in these shares. |
10. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. |
11. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. |
/s/ Robert Yin, by power of attorney | 06/02/2017 | |
** 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 Number. |