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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | (1) | (1) | Class B Common Stock(4) | 16,383,768 | (1) | I | By Greylock XIII Limited Partnership(2) |
Series C Preferred Stock | (1) | (1) | Class B Common Stock(4) | 2,325,304 | (1) | I | By Greylock XIII Limited Partnership(2) |
Series D Preferred Stock | (1) | (1) | Class B Common Stock(4) | 1,639,614 | (1) | I | By Greylock XIII Limited Partnership(2) |
Series E Preferred Stock | (1) | (1) | Class B Common Stock(4) | 2,856,376 | (1) | I | By Greylock XIII Limited Partnership(2) |
Series F Preferred Stock | (1) | (1) | Class B Common Stock(4) | 1,416,867 | (1) | I | By Greylock XIII Limited Partnership(2) |
Series B Preferred Stock | (1) | (1) | Class B Common Stock(4) | 1,475,028 | (1) | I | By Greylock XIII-A Limited Partnership(3) |
Series C Preferred Stock | (1) | (1) | Class B Common Stock(4) | 209,348 | (1) | I | By Greylock XIII-A Limited Partnership(3) |
Series D Preferred Stock | (1) | (1) | Class B Common Stock(4) | 147,612 | (1) | I | By Greylock XIII-A Limited Partnership(3) |
Series E Preferred Stock | (1) | (1) | Class B Common Stock(4) | 257,158 | (1) | I | By Greylock XIII-A Limited Partnership(3) |
Series F Preferred Stock | (1) | (1) | Class B Common Stock(4) | 127,560 | (1) | I | By Greylock XIII-A Limited Partnership(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | 10/06/2015 | |
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership | 10/06/2015 | |
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII-A Limited Partnership | 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. | ||
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. |