As filed with the Securities and Exchange Commission on March 24, 2021

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
Chief Legal Officer
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 filer	☑	Accelerated filer	☐	
Non-accelerated filer	☐	Smaller 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 Plan	13,918,129	(2)	$	22.24 		(4)	 $ 309,539,189	 $ 33,770.73	
– 2015 Amended and Restated Employee Stock Purchase Plan	2,783,625	(3)	 $ 18.91	(5)	 $ 52,638,349	 $ 5,742.85	
Total	16,701,754					 $ 39,513.58	

(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 13,918,129 additional shares of common stock available for issuance as a result of the annual evergreen increase on February 1, 2021 under Pure's 2015 Equity Incentive Plan (the “2015 Plan”).

(3)    Represents 2,783,625 additional shares of common stock available for issuance as a result of the annual evergreen increase on February 1, 2021 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 $22.24, the average of the high and low prices of Pure's common stock as reported on the New York Stock Exchange on March 19, 2021.

(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 $22.24 ($18.91), the average of the high and low prices of Pure's common stock as reported on the New York Stock Exchange on March 19, 2021. 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 1, 2021, the number of shares of common stock reserved under the 2015 Plan increased by an additional 13,918,129 shares (or 5% of the outstanding shares of common stock as of January 31, 2021).

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, 2021, the number of shares of common stock reserved under the 2015 ESPP increased by an additional 2,783,625 shares (or 1% of the outstanding shares of common stock as of January 31, 2021).

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, File No. 333-233587 and File No. 333-237418) (“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, August 30, 2019 and March 27, 2020, 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Todd Wheeler, a vice president and in-house counsel employed by Pure, has provided an opinion regarding the legality of the common stock registered under this Registration Statement. Mr. Wheeler holds common stock and awards under the 2015 Plan and participates in the 2015 ESPP. Mr. Wheeler beneficially owns or has rights to acquire an aggregate of less than 1% of the total outstanding shares of Pure's common stock.

ITEM 8. EXHIBITS

																		

		Incorporated by Reference		
Exhibit Number	Description	Form	SEC File No.	Exhibit	Filing Date	
4.1	Amended and Restated Certificate of Incorporation.	10-Q	001-37570	3.1	12/11/2015	
4.2	Amended and Restated Bylaws.	S-1	333-206312	3.4	9/9/2015	
4.3	Form of Class A Common Stock Certificate.	S-1	333-206312	4.1	9/9/2015	
5.1 *	Opinion of Counsel.	-	-	-	-	
23.1 *	Consent of Counsel (included in Exhibit 5.1).	-	-	-	-	
23.2 *	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.	-	-	-	-	
24.1 *	Power of Attorney (included on the signature page of this Form S-8).	-	-	-	-	
99.1	Pure Storage, Inc. 2015 Equity Incentive Plan.	S-1	333-206312	10.4	9/9/2015	
99.2	Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Pure Storage, Inc. 2015 Equity Incentive Plan.	S-1	333-206312	10.5	9/24/2015	
99.3	Form of Restricted Stock Unit Grant Notice and Award Agreement under the Pure Storage, Inc. 2015 Equity Incentive Plan.	10-K	001-37570	10.6	3/25/2016	
99.4	Form of Restricted Stock Award Grant Notice and Award Agreement under the Pure Storage, Inc. 2015 Equity Incentive Plan.	8-K	001-37570	10.1	3/16/2018	
99.5	Pure Storage, Inc. 2015 Amended and Restated Employee Stock Purchase Plan.	10-Q	001-37570	10.1	8/30/2019	

* 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 24th day of March, 2021.

									

	
			
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.

																		

Signature		Title			Date	
				
/s/ Charles Giancarlo		Chairman and Chief Executive Officer
(Principal Executive Officer)		March 24, 2021	
Charles Giancarlo

/s/ Kevan Krysler		Chief Financial Officer
(Principal Financial and Accounting Officer)		March 24, 2021	
Kevan Krysler

/s/ Scott Dietzen		Vice Chairman and Director		March 24, 2021	
Scott Dietzen

/s/ John Colgrove		Chief Technology Officer and Director		March 24, 2021	
John Colgrove

/s/ Andrew Brown		Director		March 24, 2021	
Andrew Brown

/s/ Mark Garrett		Director		March 24, 2021	
Mark Garrett

/s/ Jeff Rothschild		Director		March 24, 2021	
Jeff Rothschild

/s/ Anita Sands		Director		March 24, 2021	
Anita Sands			
						
/s/ Susan Taylor		Director		March 24, 2021	
Susan Taylor						
						
/s/ Roxanne Taylor		Director		March 24, 2021	
Roxanne Taylor						
						
/s/ Greg Tomb		Director		March 24, 2021	
Greg Tomb						

Exhibit 5.1
March 24, 2021

Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, California 94041

Re: Pure Storage, Inc.

Ladies and Gentlemen:

As Vice President, Corporate Legal and Assistant Corporate Secretary of Pure Storage, Inc., a Delaware corporation (the “Company”), I have acted as counsel to the Company in connection with the preparation and filing under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”) relating to the registration of 16,701,754 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 13,918,129 shares of Common Stock issuable pursuant to the Company’s 2015 Equity Incentive Plan and (ii) 2,783,625 shares of Common Stock issuable pursuant to the Company’s 2015 Amended and Restated Employee Stock Purchase Plan (together with the Company's 2015 Equity Incentive Plan, the “Plans”).

I have examined the instruments, documents, and records that I deemed relevant and necessary for the basis of my opinion expressed below. In such examinations, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares have been duly authorized and, upon their issuance and delivery in accordance with the Plans, will be validly issued, fully paid and non-assessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

I am admitted to practice law in the State of California. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware. I express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever it appears in the Registration Statement, and any amendments thereto.

Sincerely,

/s/ Todd Wheeler

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 24, 2021, relating to the consolidated financial statements of Pure Storage, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company's internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended January 31, 2021.

 	 	 	 	 	
 	 	 	
/s/ DELOITTE & TOUCHE LLP	 	 	
 	 	 	
San Jose, California	 	 	
March 24, 2021