SEC FORM 4

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^*

BHUSRI ANEEL

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/12/2018		A		250,395	A	$0.00	265,996	D⁽¹⁾
Class A Common Stock								1,382,012	I	See Footnote⁽²⁾⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	19,719,999		19,719,999	I	By Greylock XIII Limited Partnership⁽⁵⁾
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,775,386		1,775,386	I	By Greylock XIII-A Limited Partnership⁽⁵⁾

Explanation of Responses:

1. Represents an aggregate pro-rata, in-kind distribution to Mr. Bhusri from Greylock XIII LP, Greylock XIII Principals LLC and Greylock XIII-A Limited Partnership, without additional consideration. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

2. Represents 1,309,275 shares of Class A Common Stock held directly by Greylock XIV Limited Partnership ("Greylock XIV LP") and 72,737 shares of Class A Common Stock held directly by Greylock XIV-A Limited Partnership ("Greylock XIV-A LP").

3. Greylock XIV GP Limited Liability Company ("Greylock XIV GP") is the sole General Partner of Greylock XIV LP and Greylock XIV-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIV LP and Greylock XIV-A LP. Mr. Bhusri, as a Senior Managing Member of Greylock XIV GP LLC, may be deemed to share voting and dispositive power with respect to the shares of stock held directly by Greylock XIV LP and Greylock XIV-A LP. Greylock XIV GP and Mr. Bhusri disclaim beneficial ownership of the securities held by Greylock XIV LP and Greylock XIV-A LP, except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIV GP or Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. 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.

5. Mr. Bhusri does not own shares in his individual capacity. Mr. Bhusri is a senior managing member of Greylock XIII GP LLC, the sole general partner of Greylock XIII Limited Partnership ("Greylock XIII") and Greylock XIII-A Limited Partnership ("Greylock XIII-A"), and as a result may be deemed to share voting and investment power over the shares held by Greylock XIII and Greylock XIII-A. Mr. Bhusri disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Todd Wheeler, attorney-in-fact	01/17/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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