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^*

Greylock XIII GP LLC

(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)

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)

	Form filed by One Reporting Person
X	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)

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)
Series B Preferred Stock	⁽¹⁾	10/13/2015		C			16,383,768	⁽¹⁾	⁽¹⁾	Class B Common Stock	16,383,768	$0.00	0	I	By Greylock XIII Limited Partnership⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/13/2015		C			2,325,304	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,325,304	$0.00	0	I	By Greylock XIII Limited Partnership⁽²⁾
Series D Preferred Stock	⁽¹⁾	10/13/2015		C			1,639,614	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,639,614	$0.00	0	I	By Greylock XIII Limited Partnership⁽²⁾
Series E Preferred Stock	⁽¹⁾	10/13/2015		C			2,856,376	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,856,376	$0.00	0	I	By Greylock XIII Limited Partnership⁽²⁾
Series F Preferred Stock	⁽¹⁾	10/13/2015		C			1,416,867	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,416,867	$0.00	0	I	By Greylock XIII Limited Partnership⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/13/2015		C			1,475,028	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,475,028	$0.00	0	I	By Greylock XIII-A Limited Partnership⁽³⁾
Series C Preferred Stock	⁽¹⁾	10/13/2015		C			209,348	⁽¹⁾	⁽¹⁾	Class B Common Stock	209,348	$0.00	0	I	By Greylock XIII-A Limited Partnership⁽³⁾
Series D Preferred Stock	⁽¹⁾	10/13/2015		C			147,612	⁽¹⁾	⁽¹⁾	Class B Common Stock	147,612	$0.00	0	I	By Greylock XIII-A Limited Partnership⁽³⁾
Series E Preferred Stock	⁽¹⁾	10/13/2015		C			257,158	⁽¹⁾	⁽¹⁾	Class B Common Stock	257,158	$0.00	0	I	By Greylock XIII-A Limited Partnership⁽³⁾
Series F Preferred Stock	⁽¹⁾	10/13/2015		C			127,560	⁽¹⁾	⁽¹⁾	Class B Common Stock	127,560	$0.00	0	I	By Greylock XIII-A Limited Partnership⁽³⁾
Class B Common Stock	⁽⁴⁾	10/13/2015		C		24,621,929		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	24,621,929	$0.00	24,621,929	I	By Greylock XIII Limited Partnership⁽²⁾
Class B Common Stock	⁽⁴⁾	10/13/2015		C		2,216,706		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,216,706	$0.00	2,216,706	I	By Greylock XIII-A Limited Partnership⁽³⁾

1. Name and Address of Reporting Person^*

Greylock XIII GP LLC

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Greylock XIII Limited Partnership

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Greylock XIII-A Limited Partnership

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The preferred stock will automatically convert into Class B common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.

2. The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("Greylock XIII GP") is the general partner of Greylock XIII LP. As a result, Greylock XIII GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII 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 XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP is the general partner of Greylock XIII-A LP. As a result, Greylock XIII GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII-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 XIII GP 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. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant 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: (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.

Remarks:

	/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC	10/13/2015
	/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership	10/13/2015
	/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII-A Limited Partnership	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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