SecProbe.io

June 11, 2015

Scott Dietzen
Chief Executive Officer
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, California 94041

Re: Pure Storage, Inc.
Draft Registration Statement on Form S -1
Submitted May 15, 2015
  CIK No. 0001474432

Dear Mr. Dietzen :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do  not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. In April 2015, Reuters published a news article reporting that, according to people
familiar with the matter, you asked investment banks Morgan Stanley, Goldman S achs
and Barclays Plc to lead an initial publ ic offering, which could come later this year .  In
your response letter, describe the involvement of the registrant, the co -managers, and
their affiliates in the dissemination of t his information and outline the steps you have
taken and procedures you have adopted to keep matters relating to any submission about
your offering confidential and communications consistent with applicable legal
requirements .

2. We will process your filing without price ranges.  Since the price range triggers a number
of disclosure matters, we will need sufficient time to process the filing when it is

Scott Dietzen
Pure Storage, Inc.
June 11, 2015
Page 2

 included.  Please understand that its effect on disclosure throughout the document may
cause us to raise iss ues on areas not previously commented upon.

3. Please provide us with mock -ups of any pages that include any pictures or graphics to be
presented. Accompanying captions, if any, should also be provided.  We may have
comments after reviewing the materials.  For guidance, refer to our Securities Act Forms
Compliance and Disclosure Interpretation 101.02 .

4. Please briefly identify who owns your Class B common stock  on the prospectus cover
page.

5. Please supplementally provide us with support for the following ass ertions. To the extent
such assertions are management’s belief, please clarify .

 Page 1:
  “10X acceleration in business applications”
 “industry -leading NetPromoter customer satisfaction survey results”
 Page 3:
 eliminate more than one year of cumulative application latency every
month ”
 Page 56:
 “a dramatically better customer experience at a lower overall cost”
 Page 60:
 “customers can save an average of more than $500,000 annually for every
250TB of tier -1 performance disk storage replaced with our stor age
platform”

Prospectus Summary
Our Solution, page 3

6. We note your statement that your platform enables customers to maintain continuous
access to their data without a loss in performance, even in the event of hardware or
software component failures or d uring upgrades.  However, on page 11 you note that a
disadvantage of all -flash storage is limited methods for data recovery and reduced
performance gains.  Please explain how data access is maintained and whether it is for all
or a portion of the data.

Scott Dietzen
Pure Storage, Inc.
June 11, 2015
Page 3

 Risk Factors

Risks Related to Our Business and Industry , page 10

General

7. We note your disclosure on page 65 of the Love Your Storage Guarantee that allows for a
full refund in 30 days, as well as you r statement on page 67 that customers may cancel or
reschedule orders without penalty.  Please tell us what consideration you have given to
adding risk factor disclosure regarding your return  and cancellation policies, and any
impact they  may have on your inventory and results of operation.

“We rely on a limited number of suppliers…,” page 18

8. Please describe the material terms of agreements you have with single -source suppliers
upon which you are substantially dependent and  file the  agreements as exhibits under
Item 601(b)(10) of Regulation S -K.

Industry and Other Data, page 33

9. Please provide us with the relevant portions of each industry research report you cite.  To
expedite our review, please clearly mark each source to highlight the applicable portion
or section containing the statistic and c ross-reference it to the appropriate location in your
prospectus.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 41

10. We note you disclose your net losses for the fiscal years ended January 31, 2013,  2014,
and 2015 at the top of page 42 and then discuss your intention to invest in research and
development and expanding your sales and marketing functions.  Please expand these
disclosures to discuss how you believe these plans will impact liquidity and future
profitability and when you believe you will become profitable.  Similarly, f or each of the
factors you identified as affecting your performance on page 43, discuss how each factor
will, or is reasonably likely to, have a material impact on your resu lts of operation or
liquidity.   Refer to Section III.B. of SEC Release No. 33 -8350, Item 303(A)(1) of
Regulation S -K and Financial Reporting Release Section 501.03, Liquidity and Capital
Resources.

11. We note on page F -28 that revenue generated from outside  of the United States was
approximately 23 percent of total revenue for the year ended January 31, 2015.  We
further note on page 10 that you intend to increase your international presence.
Considering the current significance of, as well as your intentio n to grow, your

Scott Dietzen
Pure Storage, Inc.
June 11, 2015
Page 4

 international operations, please expand your disclosures here to address your existing
operations outside of the United States, as well as your related expansion plans and the
impact that expansion will have on the results of your operation s and liquidity.  Refer to
Section III.B. of SEC Release No. 33 -8350, Item 303(A)(1) of Regulation S -K and
Financial Reporting Release Section 501.03, Liquidity and Capital Resources.

Our Business Model, page 42

12. We note your disclosure of the additional dollars spent by your customer base in the
subsequent twelve months following an initial purchase.  Please tell us what
consideration you gave to disclosing the percentage revenue from additional purchases
for the periods presented.  Also clarify whether that additional spending was subsequent
period revenue from existing contracts or represent contract additions or renewals.

Business

Our Solution, page 60

13. Please supplementally provide us with the Forrester Cons ulting study you commissioned.
Also  file a consent from Forrester Consulting  as an exhibit to your registration statement.
See Section 7(a) of the Securities Act.

Manufacturing, page 66

14. Please advise whether you have any material agreements with Avnet, Inc. or Hon Hai
Precision Industry Co., Ltd., known as Foxconn, upon which you are substantially
dependent.  If so, please file the appropriate agreements as exhibits under Item
601(b)(10) of Regulation S -K.
Intellectual Property, page 67

15. Please in clude information regarding the duration of such patents in your discussion of
issued patents .  See Item 101(c)(1)(iv) of Regulation S -K.

Management

Non-Employee Director Compensation Policy, page 76

16. Please revise to describe the material terms of th e compensation policy  you intend to
adopt  for non -employee directors .

Scott Dietzen
Pure Storage, Inc.
June 11, 2015
Page 5

 Certain Relationships and  Related Person Transactions, page 89

Investor Rights Agreement, page 90

17. Please expand your discussion of the Investor Rights Agreement to provide the disclosure
required by Item 404(a) of Regulation S -K.

Principal Stockholders, page 92

18. We note the phrase “may be deemed  to have shared voting and investment power ” in
footnotes ( 4), (5) (7), and (8).  We also note the statement in footnote (11) that Mr.
Speiser “may be deemed to share, with each of the other members of the Management
Committee…voting and investment power over the shares” and your statement in
footnote (12) that “R V IV LLC…may be deemed to have indirect beneficial
ownership.…”   Please provide us with a brief legal analysis in support of these
statements .  See Instruction 2 to Item 403 of Regulation S -K and Rule 13d -3 under the
Exchange Act.

Notes to Consolidated F inancial Statements

Note 2 . Basis of Presentation and Summary of Significant Accounting Policies

Revenue Recognition,  page F -10
19. You disclose that revenue is recognized when certain criteria are met.  Please tell us and
clarify your disclosures as to when  these criteria are typically met specific to your
product sales.  In this regard, please clarify whether product revenue is recognized upon
delivery to the channel partners, end user, or at some other point in the sales process.

20. In addition, for each typ e of your product and services offerings disclosed on pages 62
through 65 under “ Innovative Technology and Business Model”  please tell us how your
revenue recognition and related cost accounting policies disclose the significant
accounting judgments associ ated with those offerings.  For example, please advise us as
to how your policies address what triggers and determines the recognition, timing,
valuation and deferrals of significant revenues and costs among each of your various
product and service arrange ments.  Refer to ASC 235 -10-50-3 and SAB Topic 13. B.

21. We note that your service and maintenance agreements include the right to receive
unspecified software upgrades and enhancements on a when -and-if-available basis, bug
fixes, as well as parts replacement services related to the hardware.  We also note on pa ge
42 that your Forever Flash program provides your customers with an included controller
refresh every three years as part of your maintenance and support agreements.  It appears
the controller refresh could be considered a specified upgrade that may need  to be
evaluated under the multiple element arrangement guidance.  Please tell us what this

Scott Dietzen
Pure Storage, Inc.
June 11, 2015
Page 6

 controller refresh entails, whether it is considered a separate deliverable and a separate
unit of accounting, and how you made such determination.  If it is consid ered a separate
unit of accounting, please tell us how it is accounted for in these arrangements.  Refer to
ASC 605 -25-25-5.

Note 9. Equity Incentive Plans, page F -20

Repurchase of common Stock in Connection with tender Offers, page F -23

22. For the Novembe r 2013 and July 2014 approved tender offers please explain how you
evaluated the guidance in ASC 505 -30-30 in measuring and allocating the repurchase
price to other elements of the repurchased common stock.

You may contact Melissa Kindelan, Staff Accounta nt, at (202) 551 -3564 or Craig
Wilson, Senior Assistant Chief Accountant,  at (202) 551 -3226  if you have questions regarding
comments on the financial statements and related matters.  Please contact Ji Shin, Attorney -
Advisor, at (202) 551 - 3579, or in her a bsence, me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc:  John T. McKenna, Esq.
 Cooley LLP