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) 03/20/2019 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 03/20/2019 | F | 20,571(1) | D | $21.01 | 522,927(2) | D | |||
Class A Common Stock | 03/20/2019 | P | 150,548(3) | A | $0.00 | 673,474 | D | |||
Class A Common Stock | 18,666 | I | By Trust(4) | |||||||
Class A Common Stock | 18,666 | I | By Trust(5) | |||||||
Class A Common Stock | 18,666 | I | By Trust(6) | |||||||
Class A Common Stock | 24,375 | I | By Trust(7) |
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 |
Explanation of Responses: |
1. Represents shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting and net settlement of the Reporting Person's P/RSUs, previously reported on a Form 4, and does not represent a sale by the Reporting Person. |
2. Includes 2,406 shares of Class A Common Stock that were acquired by the Reporting Person on March 15, 2019 pursuant to Issuer's Employee Stock Purchase Plan. |
3. The shares of Class A Common Stock are subject to a Performance-Based Restricted Stock Award granted to the Reporting Person and are reported at the target award amount. The Reporting Person may potentially earn from 0% to 160% of the target amount based on the achievement, if any, of the performance criteria through the end of the performance period. The actual shares earned will be determined upon certification by the Issuer's Compensation Committee. If earned, 1/3rd of the total earned shares would vest on March 20, 2020, and 1/12th of the total earned shares would vest on each of June 20, September 20, December 20 and March 20, over the following two years, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through such dates. |
4. By DMH 2013 Irrevocable Trust |
5. By JHH 2013 Irrevocable Trust |
6. By KGH 2013 Irrevocable Trust |
7. By D M Hatfield & J M Hatfield CO-TTEE The Hatfield Family Trust U/A DTD 03/10/2000 |
Remarks: |
/s/ Joseph T. FitzGerald, attorney-in-fact | 03/21/2019 | |
** 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. |