Pure Storage, Inc. |
Class A Common Stock |
74624M 10 2 |
December 31, 2017 |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
CUSIP No. 74624M 10 2 |
1. | Names of Reporting Persons. John Colgrove | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
3. | SEC Use Only | |||||
4. | Citizenship or Place of Organization: United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 7,505,937 (See items 4(a) below) | ||||
6. | Shared Voting Power 6,053,926 (See items 4(b) below) | |||||
7. | Sole Dispositive Power 7,505,937 (See items 4(a) below) | |||||
8. | Shared Dispositive Power 6,053,926 (See items 4(b) below) | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,559,863 (See items 4(a) and (b) below) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||||
11. | Percent of Class Represented by Amount in Row (9) 10.7% (See item 4(c) below) | |||||
12. | Type of Reporting Person IN |
Item 1. |
(a) | Name of Issuer: Pure Storage, Inc. |
(b) | Address of Issuer’s Principal Executive Offices: 650 Castro Street, Suite 400, Mountain View, CA 94040 |
Item 2. |
(a) | Name of Person Filing: John Colgrove |
(b) | Address of Principal Business Office or, if none, Residence: c/o Pure Storage, Inc., 650 Castro Street, Suite 400, Mountain View, CA 94041 |
(c) | Citizenship: United States |
(d) | Title of Class of Securities: Class A Common Stock |
(e) | CUSIP Number: 74624M 10 2 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |||
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |||
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |||
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |||
(e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |||
(g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |||
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |||
(j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |||
(k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. | Ownership |
(a) | Consists of 7,500,000 shares of Class B Common Stock and 5,937 shares of Class A Common Stock of the Issuer held of record by Mr. Colgrove. |
(b) (c) | Consists of (i) 1,553,926 shares of Class B Common Stock held of record by the Colgrove Family Living Trust, (ii) 2,250,000 shares of Class B Common Stock held of record by the Eric Edward Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE, and (iii) 2,250,000 shares of Class B Common Stock held of record by Richard Winston Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE. Percent of class: 10.7% The foregoing percentage is based on 112,788,614 shares of Class A Common Stock outstanding as of November 30, 2017, plus 103,994,591 shares of Class B Common Stock outstanding as of November 30, 2017, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the reporting person. The reporting person would beneficially own 6.3% of the total outstanding shares of the Issuer, assuming conversion of all Class B Common Stock outstanding on November 30, 2017 into Class A Common Stock. This percentage is based on the combined total of 216,783,205 outstanding shares as of November 30, 2017, which represents 112,788,614 shares of Class A Common Stock and 103,994,591 shares of Class B Common Stock. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. |
(d) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 7,505,937 shares (See items 4(a) above). |
(ii) | Shared power to vote or to direct the vote: 6,053,926 shares (See items 4(b) above). |
(iii) | Sole power to dispose or to direct the disposition of: 7,505,937 shares (See items 4(a) above). |
(iv) | Shared power to dispose or to direct the disposition of: 6,053,926 shares (See items 4(b) above). |
Item 5. | Ownership of Five Percent or Less of a Class |
Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable |
Item 8. | Identification and Classification of Members of the Group |
Not applicable |
Item 9. | Notice of Dissolution of Group |
Not applicable |
Item 10. | Certifications |
Not applicable |
Date: February 13, 2018 | /s/ John Colgrove | |
John Colgrove |