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^*

Taylor Roxanne

(Last)

(First)

(Middle)

C/O PURE STORAGE, INC.

650 CASTRO ST, SUITE 400

(Street)

MOUNTAIN VIEW

94041

(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)
02/26/2019

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	02/26/2019		A		29,600⁽¹⁾⁽²⁾	A	$0.00	29,600	D
Class A Common Stock	02/26/2019		A		2,898⁽²⁾⁽³⁾	A	$0.00	32,498	D

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)

Explanation of Responses:

1. The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award (the "RSU") granted to the Reporting Person. The RSU shall vest as follows: 25% of the shares subject to the RSU will vest on February 26, 2020 and the remaining 75% of the shares subject to the RSU shall vest in 12 substantially equal quarterly installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan).

2. The RSU shall be subject to accelerated vesting as follows: In the event of a Change in Control or a Corporate Transaction (each, as defined in the Issuer's 2015 Equity Incentive Plan), the shares subject to the Restricted Stock Unit award will fully vest as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the Reporting Person's Continuous Service on the effective date of such transaction.

3. The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. 100% of the shares subject to the Restricted Stock Unit award will vest in full on the day prior to the Issuer's next annual stockholder meeting, anticipated to be around June 2019, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) on the vesting date, and provided that if the Reporting Person voluntarily resigns as a Director, then the shares subject to the Restricted Stock Unit award will vest as of the effective date of the resignation as to a pro rate number of shares subject to the award based on the Reporting Person's service between the date of grant and the effective date of the resignation.

Remarks:

	/s/ Joseph T. FitzGerald, attorney-in-fact	02/28/2019
	** 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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