SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Riitters Timothy

(Last)

(First)

(Middle)

650 CASTRO STREET, SUITE 400

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2015

3. Issuer Name and Ticker or Trading Symbol
Pure Storage, Inc. [ PSTG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	10/07/2024	Class B Common Stock⁽²⁾	1,050,000	$9.65	D
Stock Option (right to buy)	⁽³⁾	10/07/2024	Class B Common Stock⁽²⁾	350,000	$9.65	D
Stock Option (right to buy)	⁽⁴⁾	03/16/2025	Class B Common Stock⁽²⁾	75,000	$13.2	D
Stock Option (right to buy)	⁽⁵⁾	09/22/2025	Class B Common Stock⁽²⁾	27,500	$17	D
Stock Option (right to buy)	⁽⁶⁾	09/22/2025	Class B Common Stock⁽²⁾	32,500	$17	D

Explanation of Responses:

1. 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.

2. 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.

3. 1/24 of the Option vests in equal monthly installments from 8/26/2018. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer.

4. 1/12 of the Option vests in equal monthly installments one month from 9/15/2020. 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.

5. The option vests in twelve (12) equal monthly installments beginning on January 1, 2020. 1/12 of the Option vests in equal monthly installments one month from 1/1/2020. The option shall be subject to accelerated vesting in accordance with the terms of the Issuer's change in control severance benefit plan.

6. The option vests in twelve (12) equal monthly installments beginning on January 1, 2021. 1/12 of the Option vests in equal monthly installments one month from 1/1/2021. 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/ John T. McKenna, attorney-in-fact	10/06/2015
	** 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 5 (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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