Sec Form 4/A Filing - Riitters Timothy @ Pure Storage, Inc. - 2018-03-14

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
Riitters Timothy
2. Issuer Name and Ticker or Trading Symbol
Pure Storage, Inc. [ PSTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
650 CASTRO ST, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2018
(Street)
MOUNTAIN VIEW, CA94041
4. If Amendment, Date Original Filed (MM/DD/YY)
03/16/2018
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 03/14/2018 A 164,172 ( 1 ) ( 2 ) A $ 0 528,701 D
Class A Common Stock 03/14/2018 C( 3 )( 4 ) 7,500 A 536,201 D
Class A Common Stock 03/14/2018 S 10,500 D $ 21.1209 ( 6 ) 525,701 D
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 Beneficially 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
Stock Option (right to buy) $ 9.65 03/14/2018 M( 4 ) 7,500 ( 7 ) 10/07/2024 Class B Common Stock 7,500 $ 0 947,500 D
Class B Common Stock ( 5 ) 03/14/2018 M( 4 ) 7,500 ( 5 ) ( 5 ) Class A Common Stock 7,500 $ 0 7,500 D
Class B Common Stock ( 5 ) 03/14/2018 C( 4 ) 7,500 ( 5 ) ( 5 ) Class A Common Stock 7,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Riitters Timothy
650 CASTRO ST, SUITE 400
MOUNTAIN VIEW, CA94041
Chief Financial Officer
Signatures
/s/ Joseph T. FitzGerald, attorney-in-fact 02/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See remarks below.
( 2 )Represents shares of Class A Common Stock earned pursuant to a Performance-Based Restricted Stock Award ("PRSA"). The Issuer's Compensation Committee determined achievement of the performance criteria and certified the total number of shares earned under the PRSA on February 26, 2019 (the "Earned Shares"). 1/3rd of the Earned Shares subject to this PRSA will vest on March 20, 2019, and 1/12th of the Earned Shares will vest on each of June 20, September 20, December 20 and March 20, over the following two years, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through such dates.
( 3 )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.
( 4 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 5 )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.
( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.89 to $21.30 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7 )1/4 of the Option vests one year from 8/26/2014, 1/48 of the Option vests monthly thereafter over the following three years. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer.

Remarks:
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on March 16, 2018. This report on Form 4/A (i) adjusts the number of shares earned pursuant to the achievement of performance criteria under the PSRA described herein, as determined and certified by the Issuer's Compensation Committee on February 26, 2019, (ii) adjusts the Amount of Securities Beneficially Owned Following the Reported Transaction(s), and (iii) also adjusts the Amount of Securities Beneficially Owned Following the Reported Transaction(s) reflected in the filings made between March 16, 2018 and the date of this filing.

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