Sutter Hill Ventures Form 4 Pure Storage / HILL VENTURES SUTTER 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^*

SUTTER HILL VENTURES

(Last) (First) (Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO CA 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)
10/13/2015

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	10/13/2015		C		25,771,241		(1)	(1)	Class A Common Stock	25,771,241	$0.0000	26,626,666(2)	D
Series A Preferred Stock	(3)	10/13/2015		C			11,373,310	(3)	(3)	Class B Common Stock	11,373,310	$0.0000	0.0000	D
Series B Preferred Stock	(3)	10/13/2015		C			5,723,870	(3)	(3)	Class B Common Stock	5,723,870	$0.0000	0.0000	D
Series C Preferred Stock	(3)	10/13/2015		C			2,419,000	(3)	(3)	Class B Common Stock	2,419,000	$0.0000	0.0000	D
Series D Preferred Stock	(3)	10/13/2015		C			1,727,937	(3)	(3)	Class B Common Stock	1,727,937	$0.0000	0.0000	D
Series E Preferred Stock	(3)	10/13/2015		C			3,022,681	(3)	(3)	Class B Common Stock	3,022,681	$0.0000	0.0000	D
Series F Preferred Stock	(3)	10/13/2015		C			1,504,443	(3)	(3)	Class B Common Stock	1,504,443	$0.0000	0.0000	D

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. 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.

2. 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.

3. 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.

	/s/ Robert Yin, by power of attorney	10/13/2015
	** 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 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).
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