Docoh
Loading...

PSTG Pure Storage

Filed: 26 Mar 20, 8:00pm

As filed with the Securities and Exchange Commission on March 26, 2020

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________

Pure Storage, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________ 
Delaware  27-1069557
(State or Other Jurisdiction
of Incorporation)
  (IRS Employer Identification No.)
 650 Castro Street, Suite 400
Mountain View, California
94041
(800) 379-7873
(Address of principal executive offices, including zip code)

____________________________________

Pure Storage, Inc. 2015 Equity Incentive Plan
Pure Storage, Inc. 2015 Amended and Restated Employee Stock Purchase Plan
(Full titles of the plans)
_____________________________________

Charles Giancarlo
Chief Executive Officer
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, California 94041
(800) 379-7873
(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:
Mark P. Tanoury
John T. McKenna
Seth J. Gottlieb
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Joseph FitzGerald
Vice President & General Counsel
Todd Wheeler
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, California 94041
(800) 379-7873




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
Amount to be Registered (1)Proposed Maximum
Offering
Price per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Class A Common Stock, par value $0.0001 per share
– 2015 Equity Incentive Plan13,213,180  (2) $10.14  (4) $133,981,645  $17,391  
– 2015 Amended and Restated Employee Stock Purchase Plan2,642,636  (3) $8.62  (5) $22,779,522  $2,957  
Total15,855,816  $20,348  


(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock ("common stock") of Pure Storage, Inc. (“Pure”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of common stock.

(2) Represents 13,213,180 additional shares of common stock available for issuance as a result of the annual evergreen increase on February 3, 2020 under Pure's 2015 Equity Incentive Plan (the “2015 Plan”).

(3) Represents 2,642,636 additional shares of common stock available for issuance as a result of the annual evergreen increase on February 1, 2020 under Pure's Amended and Restated 2015 Employee Stock Purchase Plan (the ”2015 ESPP”).

(4) Estimated in accordance with Rule 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $10.14, the average of the high and low prices of Pure's common stock as reported on the New York Stock Exchange on March 23, 2020.

(5) Estimated in accordance with Rule 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of 85% of $10.14 ($8.62), the average of the high and low prices of Pure's common stock as reported on the New York Stock Exchange on March 23, 2020. Pursuant to the 2015 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.





EXPLANATORY NOTE
2015 Equity Incentive Plan

The 2015 Equity Incentive Plan (the “2015 Plan”) of Pure Storage, Inc. (“Pure”) provides that the total number of shares reserved for issuance under the 2015 Plan will be automatically increased on the first day of each fiscal year in an amount equal to 5% of the total number of shares of Pure’s capital stock outstanding on the last day of the calendar month prior to the date of each automatic increase, or a lesser number of shares determined by the Pure board of directors. Accordingly, on February 3, 2020, the number of shares of common stock reserved under the 2015 Plan increased by an additional 13,213,180 shares (or 5% of the outstanding shares of common stock as of January 31, 2020).

Amended and Restated 2015 Employee Stock Purchase Plan

The Amended and Restated 2015 Employee Stock Purchase Plan (the “2015 ESPP”) of Pure provides that the total number of shares reserved for issuance under the 2015 ESPP will automatically increase on February 1st of each calendar year by the lesser of (1) 1% of the total number of shares of Pure common stock outstanding on the last day of the calendar month prior to the date of the automatic increase and (2) 3,500,000 shares; provided that prior to the date of any such increase, the Pure board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Accordingly, on February 1, 2020, the number of shares of common stock reserved under the 2015 ESPP increased by an additional 2,642,636 shares (or 1% of the outstanding shares of common stock as of January 31, 2020).

These additional shares of common stock are securities of the same class as other securities for which the Registration Statements on Forms S-8 (File No. 333-207315, File No. 333-210417, File No. 333-220396, File No. 333-223927, File No. 333-230248 and File No. 333-233587) (“Prior Forms S-8”) were filed with the Securities and Exchange Commission (the “Commission”) on October 7, 2015, March 25, 2017, September 8, 2017, March 26, 2018, March 14, 2019 and August 30, 2019, respectively.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated herein by reference and made a part hereof.

All other reports and documents subsequently filed by Pure pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.




ITEM 8. EXHIBITS


Incorporated by Reference
Exhibit NumberDescriptionFormSEC File No.ExhibitFiling Date
4.110-Q001-375703.112/11/2015
4.2S-1333-2063123.49/9/2015
4.3S-1333-2063124.19/9/2015
5.1 *----
23.1 *----
23.2 *----
24.1 *----
99.1S-1333-20631210.49/9/2015
99.2S-1333-20631210.59/24/2015
99.310-K001-3757010.63/25/2016
99.48-K001-3757010.13/16/2018
99.510-Q001-3757010.18/30/2019

* Filed herewith












SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on this 26th day of March, 2020.


PURE STORAGE, INC.
By:/s/ Charles Giancarlo
Charles Giancarlo
Chairman and Chief Executive Officer





POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Charles Giancarlo, Kevan Krysler and John Colgrove, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.













SignatureTitleDate
/s/ Charles Giancarlo
Chairman and Chief Executive Officer
(Principal Executive Officer)
March 26, 2020
Charles Giancarlo

/s/ Kevan Krysler
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 26, 2020
Kevan Krysler

/s/ Scott DietzenVice Chairman and DirectorMarch 26, 2020
Scott Dietzen

/s/ John ColgroveChief Technology Officer and Director
March 26, 2020

John Colgrove

/s/ Andrew BrownDirector
March 26, 2020

Andrew Brown

/s/ Mark GarrettDirector
March 26, 2020

Mark Garrett

/s/ Jeff RothschildDirector
March 26, 2020

Jeff Rothschild

/s/ Anita SandsDirector
March 26, 2020

Anita Sands
/s/ Susan TaylorDirector
March 26, 2020

Susan Taylor
/s/ Roxanne TaylorDirector
March 26, 2020

Roxanne Taylor
/s/ Greg TombDirector
March 26, 2020

Greg Tomb