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John Colgrove

Filed: 27 Feb 20, 6:03pm
SEC Form 4
FORM 4UNITED 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*
Colgrove John

(Last)(First)(Middle)
650 CASTRO ST, SUITE 400

(Street)
MOUNTAIN VIEWCA94041

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/21/2019
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock03/20/2019F20,120(1)D$21.017,722,685D
Class A Common Stock03/20/2019A124,202(2)(3)A$0.007,846,887D
Class A Common Stock1,553,926IBy Trust(4)
Class A Common Stock2,250,000IBy Trust(5)
Class A Common Stock2,250,000IBy Trust(6)
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of the Reporting Person's equity awards, previously reported on a Form 4, and does not represent a sale by the Reporting Person.
2. See remarks below.
3. Represents shares of Class A Common Stock earned pursuant to a Performance-Based Restricted Stock Award ("PRSA"). The Issuer's Compensation Committee determined achievement of the performance criteria and certified the total number of shares earned under the PRSA on February 25, 2020 (the "Earned Shares"). 1/3rd of the Earned Shares subject to this PRSA will vest on March 20, 2020, and 1/12th of the Earned Shares will vest on each of June 20, September 20, December 20 and March 20, over the following two years, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through such dates.
4. Shares are held by Colgrove Family Living Trust.
5. Shares are held by Eric Edward Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE.
6. Shares are held by Richard Winston Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE.
Remarks:
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on March 21, 2019. This report on Form 4/A (i) adjusts the number of shares earned pursuant to the achievement of performance criteria under the PSRA described herein, as determined and certified by the Issuer's Compensation Committee on February 25, 2020, (ii) adjusts the Amount of Securities Beneficially Owned Following the Reported Transaction(s), and (iii) also adjusts the Amount of Securities Beneficially Owned Following the Reported Transaction(s) reflected in the filings made between March 21, 2019 and the date of this filing.
/s/Joseph T. FitzGerald, attorney-in-fact02/27/2020
** Signature of Reporting PersonDate
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).
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