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) 07/09/2018 | ||||||||||||||||||||||||||
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 | 07/09/2018 | C | 377,173 | A | $0(1) | 377,173 | I | By Ltd Partnership (CHAT)(2) | ||
Class A Common Stock | 07/09/2018 | S | 377,173 | D | $23.38 | 0.0000 | I | By Ltd Partnership (CHAT)(2) | ||
Class A Common Stock | 07/09/2018 | C | 1,722,254 | A | $0(1) | 1,722,254 | I | By Ltd Partnership (SHV As Nominee)(3) | ||
Class A Common Stock | 07/09/2018 | S | 1,722,254 | D | $23.38 | 0.0000 | I | By Ltd Partnership (SHV As Nominee)(3) | ||
Class A Common Stock | 07/09/2018 | C | 2,338,406 | A | $0(1) | 2,379,388 | I | By Trust (Trustees)(4) | ||
Class A Common Stock | 07/09/2018 | S | 2,338,406 | D | $23.38 | 40,982 | I | By Trust (Trustees)(4) | ||
Class A Common Stock | 25,380 | D(5) |
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) | 07/09/2018 | C | 377,173 | (1) | (1) | Class A Common Stock | 377,173 | (1) | 0.0000 | I | By Ltd Partnership (CHAT)(2) | |||
Class B Common Stock | (1) | 07/09/2018 | C | 1,722,254 | (1) | (1) | Class A Common Stock | 1,722,254 | (1) | 0.0000 | I | By Ltd Partnership (SHV As Nominee)(3) | |||
Class B Common Stock | (1) | 07/09/2018 | C | 2,338,406 | (1) | (1) | Class A Common Stock | 2,338,406 | (1) | 0.0000 | I | By Trust (Trustees)(4) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 6,000 | 6,000 | D | ||||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 43,800 | 43,800 | I | By Profit Sharing Plan Trust(6) |
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. 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. |
3. Shares held by Sutter Hill Ventures, a California Limited Partnership ("SHV") as a nominee on behalf of, and for the exclusive benefit of, a trust (of which the reporting person is a trustee), which is a member 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. |
4. 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. |
5. The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares. |
6. Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person. |
/s/ Robert Yin, by power of attorney | 07/09/2018 | |
** 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. |