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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pure Storage, Inc. [ PSTG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 12/04/2018 | C | 150,510 | A | (1) | 462,031 | D | |||
Class A Common Stock | 12/04/2018 | C | 18,666 | A | (1) | 18,666 | I | By Trust(2) | ||
Class A Common Stock | 12/04/2018 | C | 18,666 | A | (1) | 18,666 | I | By Trust(3) | ||
Class A Common Stock | 12/04/2018 | C | 18,666 | A | (1) | 18,666 | I | By Trust(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 12/04/2018 | C | 150,510 | (1) | (1) | Class A Common Stock | 150,510 | $0.00 | 0 | D | ||||
Class B Common Stock | (1) | 12/04/2018 | C | 18,666 | (1) | (1) | Class A Common Stock | 18,666 | $0.00 | 0 | I | By Trust(2) | |||
Class B Common Stock | (1) | 12/04/2018 | C | 18,666 | (1) | (1) | Class A Common Stock | 18,666 | $0.00 | 0 | I | By Trust(3) | |||
Class B Common Stock | (1) | 12/04/2018 | C | 18,666 | (1) | (1) | Class A Common Stock | 18,666 | $0.00 | 0 | I | By Trust(4) | |||
Stock Option (right to buy) | $1.225 | 12/04/2018 | J(5) | 452,112 | (6) | 02/05/2023 | Class B Common Stock | 452,112 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $1.225 | 12/04/2018 | J(5) | 452,112 | (6) | 02/05/2023 | Class A Common Stock | 452,112 | $0.00 | 452,112 | D | ||||
Stock Option (right to buy) | $2.575 | 12/04/2018 | J(5) | 400,000 | (6) | 01/29/2024 | Class B Common Stock | 400,000 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $2.575 | 12/04/2018 | J(5) | 400,000 | (6) | 01/29/2024 | Class A Common Stock | 400,000 | $0.00 | 400,000 | D | ||||
Stock Option (right to buy) | $2.98 | 12/04/2018 | J(5) | 500,000 | (7) | 03/27/2024 | Class B Common Stock | 500,000 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $2.98 | 12/04/2018 | J(5) | 500,000 | (7) | 03/27/2024 | Class A Common Stock | 500,000 | $0.00 | 500,000 | D | ||||
Stock Option (right to buy) | $13.2 | 12/04/2018 | J(5) | 150,000 | (8) | 03/16/2025 | Class B Common Stock | 150,000 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $13.2 | 12/04/2018 | J(5) | 150,000 | (8) | 03/16/2025 | Class A Common Stock | 150,000 | $0.00 | 150,000 | D | ||||
Stock Option (right to buy) | $17 | 12/04/2018 | J(5) | 75,000 | (9) | 09/22/2025 | Class B Common Stock | 75,000 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $17 | 12/04/2018 | J(5) | 75,000 | (9) | 09/22/2025 | Class A Common Stock | 75,000 | $0.00 | 75,000 | D |
Explanation of Responses: |
1. On December 4, 2018, the Issuer's outstanding shares of Class B Common Stock ceased to represent at least 10% of all outstanding shares of Class A Common Stock and Class B Common Stock. As a result, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation. |
2. By DMH 2013 Irrevocable Trust |
3. By JHH 2013 Irrevocable Trust |
4. By KGH 2013 Irrevocable Trust |
5. In connection with the automatic conversion described in footnote (1), outstanding Class B Common Stock options that were issued under the Issuer's 2009 Equity Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock. |
6. This option is fully vested. |
7. The option vests in twenty-four (24) equal monthly installments beginning one month from January 1, 2018. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer. |
8. The option vests in twelve (12) equal monthly installments beginning one month from February 15, 2020. The option shall be subject to accelerated vesting if, at any time, the Issuer terminates Optionholder's employment other than for Cause or Optionholder resigns for Good Reason, twenty-five percent (25%) of the unvested shares subject to the Option shall vest effective as of the termination or resignation date. If, on or within eighteen (18) months after a Change in Control, Optionholder's employment with the Issuer terminates either by the Issuer (or its successor) other than for Cause, or by Optionholder due to a resignation for Good Reason, all then-unvested outstanding shares subject to the Option shall vest in full effective as of the termination or resignation date. |
9. The option vests in ten (10) equal monthly installments beginning one month from March 15, 2021. The option shall be subject to accelerated vesting in accordance with the terms of the Issuer's change in control severance benefit plan. |
Remarks: |
/s/ Joseph T. FitzGerald, attorney-in-fact | 12/07/2018 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |