Pure Storage, Inc. — Director's Dealing 2017

Nov 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pure Storage, Inc. (PSTG)
CIK: 0001474432
Period of Report: 2017-11-22

Reporting Person: Hatfield David (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-22	Class A Common Stock	C	130000	—	Acquired	313337	Direct
2017-11-22	Class A Common Stock	S	130000	$18.0545	Disposed	183337	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-22	Stock Option (right to buy)	$1.225	M	43334	Disposed	2023-02-05	Class B Common Stock (43334)	Direct
2017-11-22	Class B Common Stock	$	M	43334	Acquired		Class A Common Stock (43334)	Direct
2017-11-22	Class B Common Stock	$	C	130000	Disposed		Class A Common Stock (130000)	Direct

Footnotes

F1: Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person.

F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F3: 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.21 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: 1/48 of the Option vests in equal monthly installments one month from 1/15/2013. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer. The shares subject to this option are early exercisable, subject to the Issuer's right to repurchase.