Sec Form 4 Filing - COXE TENCH @ Pure Storage, Inc. - 2017-05-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
COXE TENCH
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)
(Last) (First) (Middle)
755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2017
(Street)
PALO ALTO, CA94304-1005
4. If Amendment, Date Original Filed (MM/DD/YY)
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
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
Class B Common Stock ( 1 ) 06/01/2017 P( 2 ) 1,024,538 ( 1 ) ( 1 ) Class A Common Stock 1,024,538 $ 11.0772 ( 2 ) 1,024,538 I By Ltd Liability Company (SHA) ( 3 )
Class B Common Stock ( 1 ) 05/31/2017 J( 4 ) 4,098,151 ( 1 ) ( 1 ) Class A Common Stock 4,098,151 ( 4 ) 22,528,515 I By Ltd Partnership (SHV) ( 5 )
Class B Common Stock ( 1 ) 06/01/2017 P( 6 ) 3,073,613 ( 1 ) ( 1 ) Class A Common Stock 3,073,613 $ 11.0772 ( 6 ) 25,602,128 I By Ltd Partnership (SHV) ( 5 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 372,166 372,166 D
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,337,724 1,337,724 I By Ltd Partnership (ROOS) ( 7 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,489,266 1,489,266 I By Profit Sharing Plan Trust ( 8 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 225,500 225,500 I By Spouse ( 9 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 994,310 994,310 I By Trust (Trustees) ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COXE TENCH
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA94304-1005
X
Signatures
/s/ Robert Yin, by power of attorney 06/02/2017
Signature of Reporting Person Date
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: (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 )In connection with the Liquidation, Sutter Hill Associates, LLC ("SHA") purchased 1,024,538 shares of the Issuer's Class B Common Stock from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices of the Issuer's Class A Common Stock, which is traded on the New York Stock Exchange, over the ninety (90)-day period ended March 31, 2017.
( 3 )Shares held by SHA. Sutter Hill Ventures, a California Limited Partnerhsip ("SHV") has voting and dispositive power over the shares held by SHA, and the reporting person is a member of SHA. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 4 )On May 31, 2017, a limited partner (the "Limited Partner") of SHV liquidated its interest in SHV in return for its ratable share of the holdings of SHV, resulting in SHV's disposition to the Limited Partner of 4,098,151 shares of the Issuer's Class B Common Stock (the "Liquidation").
( 5 )Shares held by SHV. The reporting person is a managing director and member of the management committee 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.
( 6 )In connection with the Liquidation, SHV entered into an agreement with the Limited Partner to repurchase 3,073,613 shares of the Issuer's Class B Common Stock from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices of the Issuer's Class A Common Stock, which is traded on the New York Stock Exchange, over the ninety (90)-day period ended March 31, 2017.
( 7 )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.
( 8 )Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
( 9 )Shares owned by the spouse of the reporting person. The reporting person disclaims any beneficial ownership in these shares.
( 10 )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.

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