SEC Comment Letter for Pure Storage, Inc. (PSTG) (CIK 0001474432) (P) — Sep 25, 2015
Pure Storage, Inc. (PSTG) (CIK 0001474432)
Date: Sept. 25, 2015 · CIK: 0001474432 · Accession: 0000000000-15-047277
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File numbers found in text: 333-206312
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Mail Stop 4561 September 25 , 2015 Scott Dietzen Chief Executive Officer Pure Storage, Inc. 650 Castro Street, Suite 400 Mountain View, California 94041 Re: Pure Storage, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed September 24, 2015 File No. 333-206312 Dear Mr. Dietzen : We have reviewed your amended registration statement and have the following comment . We may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Notes to Consolidated Financial Sta tements Note 15. Subsequent Events, page F -31 1. Please expand your disclosure regarding the options granted in September 2015 to include the aggregate grant date fair value, the periods and related amounts in which the fair value will be recognized as sto ck-based compensation expense. See ASC 855 -10-50- 2b. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicabl e Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Scott Dietzen Pure Storage, Inc. September 25 , 2015 Page 2 Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement, please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Craig Wilson, Senior Assistant Chief Accountant, at (202) 551 -3226 if you have questions regarding the financial statements and related matters. Please contact Ji Shin, Attorney -Advisor, at (202) 551-3579, or in her absence, me at (202) 551 -3735 with any other questions. Sincerely, /s/ Barbara C. Jacobs Barbara C. Jacobs Assistant Director Office of Information Technologies and Services cc: John T. McKenna, Esq. Cooley LLP