Pure Storage Form 4 / TENCH COXE ownership change

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^*

COXE TENCH

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	11/30/2017		J⁽²⁾		77,100⁽²⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	77,100⁽²⁾	⁽²⁾	77,100⁽²⁾	I	By Ltd Liability Company (SHM)⁽³⁾
Class B Common Stock	⁽¹⁾	11/30/2017		J⁽⁴⁾		120,467⁽⁴⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	120,467⁽⁴⁾	⁽⁴⁾	1,458,191	I	By Ltd Partnership (ROOS)⁽⁵⁾
Class B Common Stock	⁽¹⁾	11/30/2017		J⁽⁶⁾			8,500,000⁽⁶⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,500,000⁽⁶⁾	⁽⁶⁾	17,102,128⁽⁷⁾	I	By Ltd Partnership (SHV)⁽⁸⁾
Class B Common Stock	⁽¹⁾	11/30/2017		J⁽⁹⁾		75,394⁽⁹⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	75,394⁽⁹⁾	⁽⁹⁾	1,069,704	I	By Trust (Trustees)⁽¹⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	372,166		372,166	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,024,538		1,024,538	I	By Ltd Liability Company (SHA)⁽¹¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,489,266		1,489,266	I	By Profit Sharing Plan Trust⁽¹²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	225,500		225,500	I	By Spouse⁽¹³⁾

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: (i) 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. Represents the receipt of shares in the pro rata distribution described below, for no additional consideration, by Sutter Hill Management Company, L.L.C. ("SHM"), a limited partner of Sutter Hill Ventures, a California Limited Partnership ("SHV").

3. Shares held by SHM. SHV has voting and dispositive power over the shares held by SHM, and the reporting person is a trustee of a trust which is a member of SHM. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

4. Represents the receipt of shares in the pro rata distribution described below, for no additional consideration, 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.

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. Effective November 30, 2017, SHV effected a pro rata distribution of 8,500,000 shares of Class B Common Stock to its limited partners and its general partner for no additional consideration, of which 6,375,000 shares were distributed to the limited partners and 2,125,000 shares, representing the general partner's interest in the distribution, were retained by SHV and are now being held by SHV as a nominee on behalf of, and for the exclusive benefit of, the members of the general partner. SHV has no pecuniary interest in such retained shares.

7. Excludes shares of Class B Common Stock held by SHV as a nominee on behalf of, and for the exclusive benefit of, the members of the general partner of SHV.

8. 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.

9. Represents the receipt of shares in the pro rata distribution described above, for no additional consideration, 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.

10. 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.

11. Shares held by Sutter Hill Associates, LLC ("SHA"). SHV has voting and dispositive power over the shares held by SHA, and the reporting person is a trustee of a trust which is a member of SHA. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

12. Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.

13. Shares owned by the spouse of the reporting person. The reporting person disclaims any beneficial ownership in these shares.

	/s/ Robert Yin, by power of attorney	12/04/2017
	** 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.

Pure Storage (PSTG) Form 4Pure Storage / TENCH COXE ownership change