Jeffrey W Bird Form 3 Pure Storage / JEFFREY W BIRD ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BIRD JEFFREY W

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2015

3. Issuer Name and Ticker or Trading Symbol
Pure Storage, Inc. [ PSTG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	192,654	⁽¹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	12,570	⁽¹⁾	D
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	22,020	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	85,404	⁽¹⁾	I	By Irrevocable Trust (BICT)⁽³⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	44,538⁽⁴⁾	⁽²⁾	I	By Ltd Partnership (NEST)⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	382,800	⁽¹⁾	I	By Ltd Partnership (NEST)⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	72,140	⁽¹⁾	I	By Ltd Partnership (NEST)⁽⁵⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	855,425⁽⁶⁾	⁽²⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	11,373,310	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	5,723,870	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,419,000	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,727,937	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	3,022,681	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,504,443	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁷⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	20,040⁽⁸⁾	⁽²⁾	I	By Trust (Trustees)⁽⁹⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	515,909	⁽¹⁾	I	By Trust (Trustees)⁽⁹⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	259,642	⁽¹⁾	I	By Trust (Trustees)⁽⁹⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	105,744	⁽¹⁾	I	By Trust (Trustees)⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	123,970	⁽¹⁾	I	By Trust (Trustees)⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	140,518	⁽¹⁾	I	By Trust (Trustees)⁽⁹⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	115,421	⁽¹⁾	I	By Trust (Trustees)⁽⁹⁾

Explanation of Responses:

1. The preferred stock will automatically convert into Class B common stock on a one-to-one basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.

2. 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. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuent to a registration statement on Form S-1 (File No. 333-206312) under the Securities Act of 1933, as amended, 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.

3. 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.

4. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner, 44,538 shares of which are unvested and subject to the Issuer's right of repurchase.

5. 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.

6. Shares held by Sutter Hill Ventures, a California Limited Partnership, 855,425 shares of which are unvested and subject to the Issuer's right of repurchase. The reporting person is a managing director and member of the management committee of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims ownership in these shares except as to the reporting person's pecuniary interest therein.

7. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

8. Shares held by a trust of which the reporting person is a trustee, 20,040 shares of which are unvested and subject to the Issuer's right of repurchase.

9. 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.

Remarks:

purejwb.txt

	/s/ Robert Yin, by power of attorney	10/06/2015
	** 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 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).
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.

Jeffrey W Bird Form 3Pure Storage / JEFFREY W BIRD ownership change