Pure Storage SC 13G | PSTG 16 Feb 16


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Pure Storage, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

74624M102

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☒	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 74624M102

	1.	Names of Reporting Persons. Sutter Hill Ventures, a California Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☐
		(b)		☒

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 25,771,241*

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 25,771,241*

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,771,241*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	11.	Percent of Class Represented by Amount in Row (11) 47.3%**

	12.	Type of Reporting Person (See Instructions) PN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 1.

** Based on 28,750,000 shares of the Issuer’s Class A Common Stock outstanding as of December 3, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, filed with the SEC on December 11, 2015, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

CUSIP No. 74624M102

	1.	Names of Reporting Persons. Tench Coxe

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☐
		(b)		☒

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 4,284,609*

			6.		Shared Voting Power 25,771,241**

			7.		Sole Dispositive Power 4,284,609*

			8.		Shared Dispositive Power 25,771,241**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,055,850*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	11.	Percent of Class Represented by Amount in Row (11) 51.1%***

	12.	Type of Reporting Person (See Instructions) IN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 7.

** Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.

*** Based on 28,750,000 shares of the Issuer’s Class A Common Stock outstanding as of December 3, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, filed with the SEC on December 11, 2015, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

CUSIP No. 74624M102

	1.	Names of Reporting Persons. James N. White

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☐
		(b)		☒

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,219,385*

			6.		Shared Voting Power 25,771,241**

			7.		Sole Dispositive Power 2,219,385*

			8.		Shared Dispositive Power 25,771,241**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 27,990,626*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	11.	Percent of Class Represented by Amount in Row (11) 49.3%***

	12.	Type of Reporting Person (See Instructions) IN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 8.

** Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.

CUSIP No. 74624M102

	1.	Names of Reporting Persons. Jeffrey W. Bird

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		☐
		(b)		☒

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,028,792*

			6.		Shared Voting Power 25,771,241**

			7.		Sole Dispositive Power 2,028,792*

			8.		Shared Dispositive Power 25,771,241**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 27,800,033*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	11.	Percent of Class Represented by Amount in Row (11) 49.2%***

	12.	Type of Reporting Person (See Instructions) IN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 9.

** Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.

CUSIP No. 74624M102

	1.	Names of Reporting Persons. Michael L. Speiser

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,259,941*

			6.		Shared Voting Power 25,771,241**

			7.		Sole Dispositive Power 3,259,941*

			8.		Shared Dispositive Power 25,771,241**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 29,031,182*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 50.2%***

	12.	Type of Reporting Person (See Instructions) IN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 10.

** Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.

CUSIP No. 74624M102

	1.	Names of Reporting Persons. Stefan A. Dyckerhoff

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization German citizen (U.S. permanent resident)

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 286,754*

			6.		Shared Voting Power 25,771,241**

			7.		Sole Dispositive Power 286,754*

			8.		Shared Dispositive Power 25,771,241**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,057,995*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 47.5%***

	12.	Type of Reporting Person (See Instructions) IN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 11.

** Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.

CUSIP No. 74624M102

	1.	Names of Reporting Persons. Samuel J. Pullara III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 423,554*

			6.		Shared Voting Power 25,771,241**

			7.		Sole Dispositive Power 423,554*

			8.		Shared Dispositive Power 25,771,241**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,194,795*

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 47.7%***

	12.	Type of Reporting Person (See Instructions) IN

* Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. See Appendix A, Note 12.

** Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.

Item 1.

	(a)	Name of Issuer Pure Storage, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 650 Castro Street, Suite 400 Mountain View, CA 94041

Item 2.

	(a)	Name of Person Filing See Appendix A; Appendix A is hereby incorporated by reference
	(b)	Address of Principal Business Office or, if none, Residence See Appendix A
	(c)	Citizenship See Appendix A
	(d)	Title of Class of Securities Class A Common Stock
	(e)	CUSIP Number 74624M102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

		N/A

Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: See Appendix A, which is hereby incorporated by reference and related pages 2 to 8
	(b)	Percent of class: See Appendix A, which is hereby incorporated by reference and related pages 2 to 8
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote ***
		(ii)	Shared power to vote or to direct the vote ***
		(iii)	Sole power to dispose or to direct the disposition of ***
		(iv)	Shared power to dispose or to direct the disposition of ***

*** See Appendix A, which is hereby incorporated by reference and related pages 2 to 8. Messrs. Coxe, White, Bird, Speiser, Dyckerhoff and Pullara are managing directors and members of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership, and as such, they share voting and dispositive power over the shares held by the partnership.

Item 5.	Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

N/A

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.	Identification and Classification of Members of the Group

See Appendix A

Item 9.	Notice of Dissolution of Group

N/A

Item 10.	Certification

N/A

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 16, 2016	SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP
Date

	By:	/s/ Robert Yin
	Robert Yin, Attorney-in-Fact for Michael L. Speiser, Managing Director of the General Partner*

	By:	/s/ Robert Yin
	Robert Yin, Attorney-in-Fact for Tench Coxe*

	By:	/s/ Robert Yin
	Robert Yin, Attorney-in-Fact for James N. White*

	By:	/s/ Robert Yin
	Robert Yin, Attorney-in-Fact for Jeffrey W. Bird*


		By:	/s/ Robert Yin
		Robert Yin, Attorney-in-Fact for Michael L. Speiser*

		By:	/s/ Robert Yin
		Robert Yin, Attorney-in-Fact for Stefan A. Dyckerhoff**

		By:	/s/ Robert Yin
		Robert Yin, Attorney-in-Fact for Samuel J. Pullara III**

* Power of attorney incorporated by reference to Schedule 13D (File No. 5-86365), filed on August 2, 2012.

** Power of attorney incorporated by reference to Schedule 13D (File No. 5-58863), filed on December 6, 2013.

ATTENTION


Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

APPENDIX A TO SCHEDULE 13G – PURE STORAGE, INC.

	Aggregate Number of Shares Beneficially Owned (Note 1)
Name of Reporting Person	Individual			Aggregate (Note 6)		% Class B (Note 2)	% Total Common (Note 3)	Voting % (Note 4)	Class A Beneficial Ownership % (Note 5)

Sutter Hill Ventures, a California Limited Partnership		25,771,241				16.0%	13.6%	15.7%	47.3%

Tench Coxe		4,284,609	Note 7		30,055,850	18.6%	15.8%	18.3%	51.1%

James N. White		2,219,385	Note 8		27,990,626	17.3%	14.7%	17.0%	49.3%

Jeffrey W. Bird		2,028,792	Note 9		27,800,033	17.2%	14.6%	16.9%	49.2%

Michael L. Speiser		3,259,941	Note 10		29,031,182	18.0%	15.3%	17.7%	50.2%

Stefan A. Dyckerhoff		286,754	Note 11		26,057,995	16.1%	13.7%	15.9%	47.5%

Samuel J. Pullara III		423,554	Note 12		26,194,795	16.2%	13.8%	15.9%	47.7%

The address for all of the above is: 755 Page Mill Road, Suite A-200, Palo Alto, CA 94304.

The partnerships are organized in California. The individuals are all U.S. citizens and residents with the exception of Mr. Dyckerhoff who is a citizen of Germany and U.S. permanent resident.

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.

All of the parties are individuals or entities in the venture capital business.

Note 1: Consists of shares of Class B Common Stock, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person.

Note 2: Based on 161,390,400 shares of the Issuer’s Class B Common Stock outstanding as of December 3, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, filed with the SEC on December 11, 2015.

Note 3: Based on 190,140,400 shares of the Issuer’s combined Class A Common Stock and Class B Common Stock outstanding as of December 3, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, filed with the SEC on December 11, 2015.

Note 4: Each share of Class B Common Stock is entitled to ten votes per share. Each share of Class A Common Stock is entitled to one vote per share.

Note 5: Based on 28,750,000 shares of the Issuer’s Class A Common Stock outstanding as of December 3, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, filed with the SEC on December 11, 2015, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

Note 6: Includes individual shares plus all shares held by Sutter Hill Ventures, a California Limited Partnership (“SHV”). The individuals are managing directors and members of the management committee of the general partner of SHV.

Note 7: Includes 986,653 shares held in The Coxe Revocable Trust of which the reporting person is a trustee, 1,337,724 shares held by Rooster Partners, L.P. of which the reporting person is a trustee of a trust which is the general partner, 1,489,266 shares held by a retirement trust for the benefit of the reporting person, 245,466 shares held in a Roth IRA account for the benefit of the reporting person and 225,500 shares held by the spouse of the reporting person.

Note 8: Includes 1,314,317 shares held in The White Revocable Trust of which the reporting person is a trustee, 197,730 shares held by the reporting person’s children, 137,832 shares held by an irrevocable trust for the benefit of the reporting person’s children, 14,420 shares held in Sierra Trust of which the reporting person is the trustee, 490,766 shares held in RoseTime Partners L.P. of which the reporting person is a trustee of a trust which is the general partner and 64,320 shares held in a Roth IRA account for the benefit of the reporting person.

Note 9: Includes 1,261,204 shares held in the Jeffrey W. and Christina R. Bird Trust of which the reporting person is a trustee, 85,404 shares held by an irrevocable trust for the benefit of the reporting person’s children, 454,940 shares held by NestEgg Holdings, LP of which the reporting person is a trustee of a trust which is the general partner and 227,244 shares held in a Roth IRA account for the benefit of the reporting person.

Note 10: Includes 2,877,558 shares held in the Speiser Trust of which the reporting person is a trustee, 332,583 shares held in Chatter Peak Partners, L.P. of which the reporting person is a trustee of a trust which is a general partner, 43,800 shares held by a retirement trust for the benefit of the reporting person and 6,000 shares held in a Roth IRA account for the benefit of the reporting person.

Note 11: Includes 286,754 shares held in the Dyckerhoff 2001 Revocable Trust of which the reporting person is a trustee.

Note 12: Includes 423,554 shares held in The Pullara Revocable Trust of which the reporting person is a trustee.

Pure Storage (PSTG) SC 13GPure Storage, Inc.