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CORRESP
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CORRESP

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by

Pure Storage, Inc.

 in
connection with Registration Statement

 on Form S-1 filed on August 12, 2015

 John T. McKenna

 T: +1 650 843
5059

 jmckenna@cooley.com

 August 28, 2015

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
   Barbara C. Jacobs, Assistant Director

    Ji Shin,
Attorney-Advisor

    Melissa Kindelan, Staff Accountant

RE:
Pure Storage, Inc.

 Registration Statement on Form S-1

Filed on August 12, 2015

File No. 333-206312

 Ladies and
Gentlemen:

 On behalf of Pure Storage, Inc. (the “Company”), we are supplementally providing the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with information regarding the proposed price range of the shares of the Company’s Class A common stock to be offered in
the proposed initial public offering pursuant to the Company’s Registration Statement on Form S-1, filed with the Commission on August 12, 2015 (the “Registration Statement”), as well as historical information with
respect to the estimated fair value of its Class B common stock since August 20, 2014.

 Confidential Treatment Request

Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain
portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via
EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an
opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at
least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at
650-843-5059 rather than rely on the U.S. mail for such notice.

[*]
Certain confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 U.S. Securities and Exchange Commission

August 28, 2015

 Page Two

 IPO Price Range

The Company supplementally advises the Staff that the Company preliminarily estimates a price range of [ * ] to [ * ] per share (the
“Price Range”) for its initial public offering. The preliminary Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and prospects and input received from the
lead underwriters, including discussions that took place on August 19, 2015 between senior management of the Company, the Company’s Board of Directors and representatives of Morgan Stanley & Co. LLC and Goldman, Sachs &
Co. (the “Representatives”). The Price Range does not take into account the current lack of liquidity for the Company’s Class B common stock and assumes a successful initial public offering with no weighting attributed
to any other outcome for the Company’s business, such as remaining a privately-held company or being sold in an acquisition transaction. Prior to August 2015, the Company and underwriters had not had any specific discussions regarding the Price
Range.

 The Company expects to include a three dollar price range in an amendment to the Registration Statement that would be filed shortly
before the commencement of the Company’s road show. We are providing this information to you supplementally to facilitate your review process.

Historical Fair Value Determination and Methodology

 As
stated in the Registration Statement, stock-based compensation expense related to stock options granted to employees is measured at the date of grant based on the fair value of the award, net of estimated forfeitures. The Registration Statement
describes the Company’s use of the Black-Scholes option-pricing model for these purposes and describes and quantifies the significant assumptions used during fiscal 2014 and fiscal 2015.

The Company’s Board of Directors, or a duly authorized committee thereof (the “Board”) intended all options granted to be
exercisable at a price per share not less than the per share fair value of the Class B common stock underlying those options on the date of grant. The estimated fair value of the Class B common stock underlying stock options was determined at each
grant date by the Board and was supported by periodic independent third-party valuations. The third-party valuations of Class B common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public
Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”). The methodology used by the Company and the third-party valuation firm to determine the fair
value of the Company’s Class B common stock included estimating the fair value of the enterprise, subtracting the fair value of debt from this enterprise value, and then allocating this value to all of the equity interests using the probability
weighted expected return method (“PWERM”). In addition, the Company and the third-party valuation firm considered a July 2014 tender offer conducted by the Company for shares of Class B common stock held by Company employees.

[*]
Certain confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 U.S. Securities and Exchange Commission

August 28, 2015

 Page Three

 The assumptions used in each valuation model to determine the fair value of the
Company’s Class B common stock as of the grant date of each option are based on numerous objective and subjective factors, combined with management judgment, including the following:

•

equity market conditions affecting comparable public companies, as reflected in comparable companies’ market multiples, initial public offering valuations and other metrics;

•

the estimated likelihood of achieving a liquidity event for the shares of the Company’s Class B common stock, such as an initial public offering (an “IPO”) or an acquisition of the Company,
given prevailing market conditions and other contingencies affecting the probability or potential timing of such an event;

•

the prices at which the Company sold its shares of preferred stock in arms-length transactions and the terms of the preferred stock relative to the terms of the Company’s Class B common stock; and

•

the fact that the options and the Company’s Class B common stock are illiquid securities of a private company.

Determination of Estimated Value

 The independent
third-party valuations considered the valuation approaches as follows:

 Income Approach

The income approach values a business by focusing on the income-producing capability of a business, and estimates value based on the expectation of future cash
flows that a company will generate.

 Market Approach

The market approach values a business by reference to guideline companies for which enterprise values are known. This approach has two principal methodologies.
The guideline public company methodology derives valuation multiples from the operating data and share prices of similar public companies for which the Company developed a list of peer companies that remained relatively static over time. The
guideline acquisition methodology focuses on comparisons between the subject company and guideline public or private companies. This methodology was considered but not used due to a lack of available data regarding recent acquisitions of comparable
companies.

[*]
Certain confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 U.S. Securities and Exchange Commission

August 28, 2015

 Page Four

 Allocation of Estimated Value to Outstanding Securities

Probability Weighted Expected Return Method

 Using the
PWERM, the value of the Company’s Class B common stock was estimated based upon an analysis of future values for the Company assuming various possible future liquidity events, including: (i) an IPO, (ii) sale or merger or
(iii) remaining a private company. Share value was based upon the probability-weighted present value of expected future net cash flows, considering each of the possible future events, as well as the rights and preferences of each share class.

 Option Pricing Method

 The Option Pricing Method
(“OPM”) treats the rights of the holders of preferred and common stock as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the
holders of preferred stock, as well as their rights to participation and conversion. Accordingly, the value of the common stock can be determined by estimating the value of its portion of each of these call option rights. The Company used the OPM to
allocate the Company’s equity value among the holders of preferred stock, common stock and options to purchase common stock for the remaining a private company scenario under the PWERM.

Illiquidity Discount

 In determining the estimated fair
value of the Company’s Class B common stock on the date of grant, the Board also considered that the Class B common stock is not freely tradeable in the public markets. The estimated fair value of the Company’s Class B common stock at each
grant date therefore reflects a discount for lack of marketability partially based on the anticipated likelihood and timing of a future liquidity event.

[*]
Certain confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 U.S. Securities and Exchange Commission

August 28, 2015

 Page Five

 Summary of Equity Awards

Since August 20, 2014, the Board has granted the following equity awards:

 Grant Date

Number of
Shares
Underlying
Stock
Options
Granted

Exercise
Price
Per Share
of Class B
Common
Stock

Estimated
Fair Value
Per Share
of Class B
Common
Stock on the
Date of Grant

Deemed Fair
Value Per
Share of
Class B
Common
Stock for
Financial
Accounting
Purposes

Difference
Between
Estimated and
Deemed Fair
Value Per
Share

 August 20, 2014

2,186,850

$
9.65

$
9.65

$
9.98

$
0.33

 October 8, 2014

2,444,000

9.65

9.65

10.54

0.89

 November 19, 2014

1,050,250

10.62

10.62

11.28

0.66

 January 17, 2015

1,429,750

10.62

10.62

12.38

1.76

 January 30, 2015

322,650

10.62

10.62

12.65

2.03

 March 17, 2015

820,000

13.20

13.20

14.12

0.92

 March 31, 2015

1,689,825

13.20

13.20

14.87

1.67

 April 7, 2015

2,938,750

13.20

13.20

15.25

2.05

 April 30, 2015

1,027,500

13.20

13.20

16.49

3.29

 July 1, 2015

1,608,000

18.16

18.16

18.16

—

 July 22, 2015

312,250

18.16

18.16

18.16

—

 In order to assist the Board in determining the estimated fair value per share as of a grant date, the Company conducted
contemporaneous valuations with an independent third-party as of:

•

July 22, 2014;

•

October 15, 2014;

•

February 28, 2015; and

•

May 31, 2015.

 In the absence of a public trading market, the Board, with input from management exercised
significant judgment and considered numerous objective and subjective factors to determine the fair value of the Class B common stock as of the date of each option grant, including the factors discussed on pages 61 and 62 of the Registration
Statement.

[*]
Certain confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 U.S. Securities and Exchange Commission

August 28, 2015

 Page Six

 August 20, 2014 Grants

The Company and a third-party valuation firm performed a valuation of the Company’s Class B common stock as of July 22, 2014 on a minority,
non-marketable interest basis using the PWERM. The analysis applied a weighting of: (i) 25% to an IPO in 2015, (ii) 15% to an acquisition in 2016 and (iii) 60% to remaining private for approximately 3.75 years. The risk free rate was
determined to be 1.325%, based on the average of 3.75-year treasury rates; and the equity volatility rate was determined to be 65% based on the mean volatility rate of certain comparable public companies. Based on the above, the analysis resulted in
an enterprise value of $2.8 billion. A discount for lack of marketability of 30% was then applied to the Class B common stock resulting in a fair value of $8.98 per share. The valuation then considered the July 2014 tender offer for Class B common
stock of $15.73 per share to Company employees. The analysis then applied a weighting of (i) 90% to the PWERM and (ii) 10% to the tender offer to arrive at a fair value of $9.65 per share.

On August 20, 2014, the Board granted options to purchase 2,186,850 shares of Class B common stock with an exercise price of $9.65 per share. In
determining the fair value of the Company’s Class B common stock for the August grants, the Board considered the July 22, 2014 valuation, relevant business conditions and the pending hiring of Timothy Riitters as the Company’s Chief
Financial Officer, which occurred on August 26, 2014, as well as the related build out of the Company’s finance team.

 October 8, 2014
Grants

 Based on the valuation as of July 22, 2014 as described above and relevant business conditions, the Board granted options to purchase
2,444,000 shares of Class B common stock on October 8, 2014 with an exercise price of $9.65 per share.

 November 19, 2014 Grants

The Company and a third-party valuation firm performed a valuation of the Company’s Class B common stock as of October 15, 2014 on a minority,
non-marketable interest basis using the PWERM. The analysis applied a weighting of: (i) 35% to an IPO in 2015, (ii) 15% to an acquisition in 2016 and (iii) 50% to remaining private for approximately two years. The risk free rate was
determined to be 0.34%, based on the average of 2-year treasury rates; and the equity volatility rate was determined to be 60% based on the mean volatility rate of certain comparable public companies. Based on the above, the analysis resulted in an
enterprise value of $2.8 billion. A discount for lack of marketability of 25% was then applied to the Class B common stock resulting in a fair value of $10.06 per share. The valuation then considered the July 2014 tender offer for Class B common
stock of $15.73 per share to Company employees. The analysis then applied a weighting of (i) 90% to the PWERM and (ii) 10% to the tender offer to arrive at a fair value of $10.62 per share.

On November 19, 2014, the Board granted options to purchase 1,050,250 shares of Class B common stock with an exercise price of $10.62 per share. In
determining the fair value of the

[*]
Certain confidential information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 U.S. Securities and Exchange Commission

August 28, 2015

 Page Seven

 Company’s Class B common stock for the November grants, the Board considered the
October 15, 2014 valuation, relevant business conditions and the increase in the Company’s revenue from $34.8 million for the three months ended July 31, 2014 to $49.2 million for the three months ended October 31, 2014.

Janua