Sec Form 4/A Filing - Dietzen Scott @ Pure Storage, Inc. - 2018-03-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dietzen Scott
2. Issuer Name and Ticker or Trading Symbol
Pure Storage, Inc. [ PSTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
650 CASTRO ST
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2018
(Street)
MOUNTAIN VIEW, CA94041
4. If Amendment, Date Original Filed (MM/DD/YY)
03/09/2018
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 169,199 D
Class A Common Stock 03/08/2018 C( 1 ) 500,000 A 500,000 I By Trust ( 3 )
Class A Common Stock 03/08/2018 J( 4 ) 300,000 ( 4 ) ( 5 ) D $ 19.993 ( 4 ) ( 6 ) 200,000 I By Trust ( 3 )
Class A Common Stock 03/08/2018 J( 4 ) 200,000 ( 4 ) D 0 I By Trust ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities B eneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: 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 ( 2 ) 03/08/2018 C 500,000 ( 2 ) ( 2 ) Class A Common Stock 500,000 $ 0 900,000 I By Trust ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dietzen Scott
650 CASTRO ST
MOUNTAIN VIEW, CA94041
X
Signatures
/s/ Joseph T. FitzGerald, attorney-in-fact 03/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person.
( 2 )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.
( 3 )Shares are held by JP Morgan Trust Company of Delaware, as Trustee of the Dietzen Family Irrevocable Trust GST Exempt Trust under agreement dated March 25, 2014.
( 4 )The Reporting Person made an irrevocable contribution of Class A Common Stock to two exchange funds in exchange for shares of each exchange fund. Upon the closing of an exchange fund, some or all of the shares of Class A Common Stock will be accepted by that exchange fund, with any remaining shares of Class A Common Stock being returned to the Reporting Person. The Class A Common Stock will be valued at the closing price of Class A Common Stock at such time as the shares are accepted by an exchange fund. Upon closing of an exchange fund, the Reporting Person will amend this Form 4 to reflect the final number of shares accepted by that exchange fund and the value of such shares.
( 5 )Represents final number of shares accepted by this exchange fund on March 22, 2018.
( 6 )Represents value per share of shares accepted by this exchange fund on March 22, 2018.

Remarks:
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on March 9, 2018. This report on Form 4/A is being filed to disclose the final number of shares and value per share accepted by the exchange fund on March 22, 2018.

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).
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