SecProbe.io

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 September 18, 2025

Tarek Robbiati
Chief Financial Officer
Pure Storage, Inc.
2555 Augustine Dr.
Santa Clara, California 95054

 Re: Pure Storage, Inc.
 Form 10-K for the Fiscal Year Ended February 2 , 2025
 Filed March 27, 2025
 File No. 001-37570
Dear Tarek Robbiati:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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 Document Pure Storage, Inc. 2555 Augustine Drive Santa Clara, CA 95054 VIA EDGAR September 8, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Pure Storage, Inc. Form 10-K for the Fiscal Year Ended February 2, 2025 Filed March 27, 2025 File No. 001-37570 Dear Mr. Cascarano and Mr. Littlepage: This letter is in response to the comment from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-referenced filing of Pure Storage, Inc. (“we” or the “Company”) set forth in the Staff’s letter dated August 25, 2025. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by our response. Form 10-K for the Fiscal Year Ended February 2, 2025 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Subscription Annual Recurring Revenue, page 42 1. We note you use Subscription Annual Recurring Revenue (ARR) as a key business metric to evaluate the performance of subscription services. Please expand your disclosure to address the following and advise us. • Clarify what "on-demand" revenue is and how it differs from annualized contract value from subscription agreements. • Clarify how ARR reflects new and existing customers and any actual or anticipated reductions of revenue due to contract non-renewals or cancellations, and discuss any limitations present as a result. • Disclose the renewal rates for subscription arrangements for each period presented to support your assumptions. • Describe how ARR differs from GAAP revenue and specifically address any adjustments made in accordance with ASC 606. • Disclose whether ARR is indicative of future revenue and if not, how it may differ. Response: We respectfully acknowledge the Staff’s comment, and, in response to the comment, will expand our disclosure of Subscription Annual Recurring Revenue (“ARR”) and add disclosure of Subscription Net Dollar Retention to address the items raised, as set forth in our proposed responsive disclosures below. • Clarify what "on-demand" revenue is and how it differs from annualized contract value from subscription agreements. On-demand revenue represents billings during a quarter for consumption by customers of our subscription services above a minimum usage commitment amount. The annualized value of on-demand revenue is calculated by multiplying such billings during the quarter by four. In contrast, annualized contract value from subscription amounts represents the annualized recurring value of all active, non-cancelable subscription contracts with subscription terms of any length at the end of a quarter. The annualized contract value is calculated by dividing the total committed contract value of each contract by the number of days in the subscription term and then multiplying by 365 days. Clarify how ARR reflects new and existing customers and any actual or anticipated reductions of revenue due to contract non-renewals or cancellations, and discuss any limitations present as a result. The Company’s ARR calculation at the end of a quarter includes all customers, both existing customers at the beginning of the quarter as well as new customers acquired during the quarter who have an active subscription contract with us at the end of a fiscal quarter. The Company’s ARR calculation utilizes the contract values in effect for active subscription contracts at the end of a fiscal quarter and as such, ARR reflects all actual reduction of fees due to contract non-renewals or cancellations that are effective as of the period-end date. Our ARR calculation is a point-in-time calculation that does not contemplate any anticipated non-renewals or cancellations for active contracts. As a result, we do not believe our ARR presents limitations as the calculation does not attempt to capture the probability of future changes in fee arrangements, non-renewals or cancellations of active contracts, and renewals of expired contracts. • Disclose the renewal rates for subscription arrangements for each period presented to support your assumptions. The Company views Subscription Net Dollar Retention (“NDR”) as a more appropriate measure of customer renewal and expansion behavior as it measures how much ARR from the same cohort of customers existing at the start of a period increases or decreases over a 12 month period, considering expansions, net of contractions and churn. Specifically, our Subscription NDR is calculated by dividing the current fiscal year-end ARR by the corresponding prior year-end ARR, for those customers with an active ARR balance as of a year ago. Current fiscal year-end ARR (i.e., the numerator in the calculation) includes existing customer expansion, net of contraction and churn, but excludes new customers acquired in the current fiscal year period. The Company’s Subscription NDR was 120% and 117% for fiscal years ended 2024 and 2025. A subscription NDR greater than 100% indicates that not only do the Company’s customers renew their contracts at a high rate, but they also renew at higher total subscription values. • Describe how ARR differs from GAAP revenue and specifically address any adjustments made in accordance with ASC 606. ARR differs from GAAP revenue in that ARR is a point-in-time, contract value run-rate metric, whereas GAAP revenue for subscription services under ASC 606 is an accounting measure of revenue earned over time that follows the transfer of control of the underlying performance obligation(s) (e.g. ratably for subscription and support). In addition, ARR, for example, (i) excludes non-recurring revenue streams and one-time fees even though these items are included in GAAP revenue for subscription services and (ii) does not contemplate the proportionate allocation of the contracted subscription amounts to other performance obligations based on standalone selling prices for contracts that have multiple performance obligations or vice versa in accordance with ASC 606 that results in a decrease or increase to GAAP revenue for subscription services. • Disclose whether ARR is indicative of future revenue and if not, how it may differ. ARR is an informative metric as of a given point in time that measures the annualized recurring value of all active subscription contracts and on-demand billings based on most recent usage. ARR is not indicative of future revenue as ARR does not anticipate future events or circumstances such as (i) future non-renewals or cancellations of existing contracts or renewals of expired contracts, (ii) expansion, contraction and churn of existing customers or the acquisition of new customers, and (iii) changes in customers’ on-demand consumption of our subscription services. As noted on page 42 of our fiscal 2025 Form 10-K, ARR is a business metric and should be viewed independently of GAAP revenue and deferred revenue and is not intended to be a substitute for, or combined with, any of these items. Revised Subscription ARR Disclosure In response to the Staff’s comments, the Company will expand its disclosure of Subscription ARR within Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning with its Form 10-Q filing for its second quarter ended August 3, 2025 as follows (bold, underline text represents additions; crossouts to text represents deletions to current disclosure): Subscription Annualized Recurring Revenue (ARR) We use Subscription ARR as a key business metric to evaluate the underlying performance of subscription services as of a point in time. Subscription ARR is not indicative of future revenue as events or circumstances that impact future revenue such as (i) future non-renewals or cancellations of existing contracts or renewals of expired contracts, (ii) expansion, contraction and churn of existing customers or the acquisition of new customers, and (iii) changes in customers’ on-demand consumption of our subscription services are not reflected in Subscription ARR . Subscription ARR should be viewed independently of revenue, deferred revenue and remaining performance obligations and is not intended as a substitute for any of these items. Subscription ARR is calculated as the total annualized recurring contract value of all active, non-cancelable customer subscription agreements with subscription terms of any length at the end of a fiscal quarter, plus on-demand revenue billings for the quarter multiplied by four. The c C ontract values are the contracted amounts in effect at the end of a fiscal quarter and do not contemplate established prior to any adjustments made in accordance with ASC 606 such as the proportionate allocation of the contracted subscription amounts to other performance obligations based on standalone selling prices for contracts that have multiple performance obligations or vice versa that are reflected in subscription services revenue under U.S. GAAP . On-demand billings represent billings for consumption by our customers’ most recent usage of our subscription services above the minimum usage commitment. In addition, the Company intends to disclose, in future filings and on an annual basis, its Subscription NDR within Management’s Discussion and Analysis of Financial Condition and Results of Operations starting with its Form 10-K filing for the year ended February 1, 2026, in substantially the following form: Subscription Net Dollar Retention (NDR) We use Subscription Net Dollar Retention (NDR) as an indicator of our ability to successfully expand and grow revenue within our existing customer base on an annual basis. Our Subscription NDR, which approximates the year-over-year percentage growth in ARR from the same cohort of existing customers across comparable fiscal periods, was 117% and xx% for the fiscal years ended 2025 and 2026. Our Subscription NDR is calculated by dividing the current fiscal year-end ARR by the corresponding prior year-end ARR, for those customers with an active ARR balance as of a year ago. Current fiscal year-end ARR includes existing customer expansion, net of contraction and churn, but excludes ARR from new customers acquired in the current fiscal year period. We believe that this expanded disclosure, in combination with other existing, relevant disclosures in our Form 10-K, provides a complete picture with respect to the ARR metric. Please contact me with any questions or comments regarding our response. Thank you for your assistance. Sincerely, /s/ Mona Chu Mona Chu Chief Accounting Officer cc:     Charles Giancarlo, Chairman and Chief Executive Officer Tarek Robbiati, Chief Financial Officer Nicole Armstrong, Chief Administrative & Legal Officer Todd Wheeler, VP, General Counsel

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 August 25, 2025

Kevan Krysler
Chief Financial Officer
Pure Storage, Inc.
2555 Augustine Dr.
Santa Clara, California 95054

 Re: Pure Storage, Inc.
 Form 10-K for the Fiscal Year Ended February 2 , 2025
 Filed March 27, 2025
 File No. 001-37570
Dear Kevan Krysler:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended February 2 , 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 42

1. We note you use Subscription Annual Recurring Revenue (ARR) as a key
business
 metric to evaluate the performance of subscription services. Please
expand your
 disclosure to address the following and advise us.
 Clarify what "on-demand" revenue is and how it differs from
annualized contract
 value from subscription agreements.
 Clarify how ARR reflects new and existing customers and any actual
or
 anticipated reductions of revenue due to contract non-renewals or
cancellations,
 and discuss any limitations present as a result.
 Disclose the renewal rates for subscription arrangements for each
period
 presented to support your assumptions.
 Describe how ARR differs from GAAP revenue and specifically address
any
 adjustments made in accordance with ASC 606.
 August 25, 2025
Page 2

 Disclose whether ARR is indicative of future revenue and if not,
how it may
 differ.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
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United States securities and exchange commission logo
February 16, 2023
Charles Giancarlo
Chief Executive Officer
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, California 94041
Re:Pure Storage, Inc.
Form 10-K for the Fiscal Year ended February 6, 2022
Filed April 7, 2022
File No. 001-37570
Dear Charles Giancarlo:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Document

Pure Storage, Inc.

650 Castro Street, Suite 400

Mountain View, California 94041

VIA EDGAR

February 6, 2023

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:     Sondra Snyder, Staff Accountant

Gus Rodriguez, Accounting Branch Chief

Re:       Pure Storage, Inc.

Form 10-K for Fiscal Year Ended February 6, 2022

Filed April 7, 2022

File No. 001-37570

Dear Ms. Snyder:

This letter is in response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-referenced filing of Pure Storage, Inc. (“we” or the “Company”) set forth in the Staff’s letter dated January 25, 2023.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by our response.

Form 10-K for Fiscal Year Ended February 6, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 40

1.You disclose pre-tax earnings from foreign operations of $18.0M, $41.96M and $63.56M in the 2020, 2021 and 2022 fiscal years in Note 15. You also disclose significant pre-tax losses from domestic operations of $212.67M, $312.12M and $192.06M in the 2020, 2021 and 2022 fiscal years in Note 15. You discuss your results on a consolidated basis and state that you have recorded no U.S. Federal current income tax and provided a full valuation allowance for U.S. deferred tax assets. However, it is unclear from your discussion what underlying factors are driving these disparate domestic and foreign operating results. Please discuss and analyze the factors driving your pre-tax earnings from foreign operations and your pre-tax losses from domestic operations. Also disclose qualitative and quantitative reasons for any material changes in results or known trends in your domestic and international operations. Refer to the guidance in Item 303 of Regulation S-K and SEC Release No. 33-8350.

Response:

We acknowledge the Staff’s comment, and we respectfully advise the Staff that the disparity between our domestic and foreign operating results in the periods presented in our annual report on Form 10-K is primarily due to the significant global pre-tax losses of our U.S. parent company and the intercompany transfer pricing arrangements for our international entities.

Our U.S. parent company owns the worldwide legal and economic rights to the Company’s intellectual property and bears most of the costs associated with our worldwide operations. Accordingly, significant pre-tax losses of the U.S. company are closely tied to our global pre-tax losses. Our foreign subsidiaries earn a guaranteed profit margin based on defined costs incurred by our foreign subsidiaries based on transfer pricing principles.

We expect the disparity between our domestic and foreign operating results would narrow over time if we are able to grow our global business and our U.S. pre-tax losses decline. Our foreign subsidiaries' sales and marketing expenses are expected to increase over time as we grow, which would result in higher intercompany transfer pricing revenue and therefore higher pre-tax foreign earnings.

In future filings, we will discuss and analyze material factors driving pre-tax earnings from our foreign operations and pre-tax losses from domestic operations. We will include disclosure, to the extent applicable, in future filings that provides the qualitative and quantitative reasons for any material changes in the Company’s results or known trends in domestic and international operations.

Please contact me with any questions or comments regarding our response at (800) 379-7873, #6041.

Thank you for your assistance.

 Sincerely,

 /s/ Mona Chu

 Mona Chu

 Chief Accounting Officer

cc:

Charles Giancarlo, Chairman and Chief Executive Officer

Kevan Krysler, Chief Financial Officer

Nicole Armstrong, Chief Legal Officer

Seth Gottlieb, Cooley LLP

Natalie Karam, Cooley LLP

United States securities and exchange commission logo
January 25, 2023
Charles Giancarlo
Chief Executive Officer
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, California 94041
Re:Pure Storage, Inc.
Form 10-K for Fiscal Year Ended February 6, 2022
Filed April 7, 2022
File No. 001-37570
Dear Charles Giancarlo:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended February 6, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
40
1.You disclose pre-tax earnings from foreign operations of $18.0M, $41.96M and $63.56M
in the 2020, 2021 and 2022 fiscal years in Note 15.  You also disclose significant pre-tax
losses from domestic operations of $212.67M, $312.12M and $192.06M in the 2020, 2021
and 2022 fiscal years in Note 15.  You discuss your results on a consolidated basis and
state that you have recorded no U.S. Federal current income tax and provided a full
valuation allowance for U.S. deferred tax assets.  However, it is unclear from your
discussion what underlying factors are driving these disparate domestic and foreign
operating results.  Please discuss and analyze the factors driving your pre-tax earnings
from foreign operations and your pre-tax losses from domestic operations.  Also disclose
qualitative and quantitative reasons for any material changes in results or known trends in
your domestic and international operations.  Refer to the guidance in Item 303 of

 FirstName LastNameCharles Giancarlo
 Comapany NamePure Storage, Inc.
 January 25, 2023 Page 2
 FirstName LastName
Charles Giancarlo
Pure Storage, Inc.
January 25, 2023
Page 2
Regulation S-K and SEC Release No. 33-8350.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or Gus Rodriguez,
Accounting Branch Chief at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 4628

November 30, 201 7

Via E-Mail
Timothy Riitters
Chief Financial  Officer
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, CA 94041

 Re: Pure Storage, Inc.
  Form 10-K for the Fiscal  Year Ended January 31, 2017
  Filed March 29 , 2017
File No. 1-37570

Dear Mr. Riitters :

We refer you to our comment letter  dated  November 13, 2017  regarding potential
business contacts with Syria and Sudan .  We have completed our review of this subject matter.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff .

Sincerely,

 /s/ Cecilia  Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  John T. McKenna, Esq.
Cooley LLP

  Barbara Jacobs
  Assistant Director

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		Document

VIA EDGAR

November 20, 2017

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cecilia Blye

RE:      Pure Storage, Inc.

Form 10-K for the Year Ended January 31, 2017

Filed March 29, 2017

File No. 1-3750

Dear Ms. Blye:

On behalf of Pure Storage, Inc. (“Pure” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 13, 2017, with respect to Pure’s Form 10-K listed above (the “Comments”). The numbering of the paragraph below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

1.

 You state on page 13 that, in addition to selling your products, your partners may offer installation, post-sale service and support on your behalf in their local markets. You identify Cisco and Microsoft as partners on pages 5 and 7. Both companies discussed sales to Syria and Sudan in publicly available letters to us in 2014. Syria and Sudan are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, joint venture partners, or other direct or indirect arrangements. You should describe any products, components, technology or services you have provided to Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements or other contacts with the governments of those countries or entities they control.

650 Castro Street, Mountain View, CA 94041

Pure complies with applicable U.S. sanctions and export controls, and Pure has implemented and continues to maintain internal policies and measures designed to ensure compliance with applicable U.S. laws and regulations, including the sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control and export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security.

Accordingly, Pure does not have any past or current contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, joint venture partners, or other direct or indirect arrangements, and does not anticipate any future operations or contacts in these countries. Pure further confirms that, to its knowledge, Pure has not provided any products, components, technology or services to Syria or Sudan, directly or indirectly, and has had no agreements, commercial arrangements or other contacts with the governments of those countries or entities they control.

For background, Cisco and Microsoft are identified by Pure as technology partners. Pure works with its technology partners to test and pre-certify the interoperability of their respective application or infrastructure products, or to conduct co-marketing or lead-generation activities. Cisco and Microsoft do not sell, and are not obligated to provide, any installation, post-sale service and support for Pure’s products.

* * * *

Please do not hesitate to contact me if you have any questions or would like any additional information regarding this matter.

Sincerely,

Pure Storage, Inc.

By:/s/ Timothy Riitters

Timothy Riitters

Chief Financial Officer

cc:Barbara Jacobs - Assistant Director, Division of Corporation Finance

Joseph T. FitzGerald - Vice President, General Counsel and Secretary

John T. McKenna - Cooley LLP

650 Castro Street, Mountain View, CA 94041

Mail Stop 4628

November 13 , 201 7

Via E-Mail
Timothy Riitters
Chief Financial  Officer
Pure Storage, Inc.
650 Castro Street, Suite 400
Mountain View, CA 94041

 Re: Pure Storage, Inc.
  Form 10-K for the Fiscal  Year Ended January 31, 2017
  Filed March 29 , 2017
File No. 1-37570

Dear Mr. Riitters :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. You state on page 13 that, in addition to selling your products, your partners may offer
installation, post -sale service and support on your behalf in their local markets.  You
identify Cisco and Microsoft as partners on pages 5 and 7.  Both companies discussed
sales to Syria and Sudan in publicly available letters to us in 2014.  Syria and Sudan are
designated by the State Department as s tate sponsors of terrorism, and are subject to U.S.
economic sanctions and/or export controls.  Please describe to us the nature and extent of
any past, current, and anticipated contacts with Syria and Sudan, whether through
subsidiaries, affiliates, distr ibutors, joint venture partners, or other direct or indirect
arrangements.  You should describe any products, components, technology or services
you have provided to Syria or Sudan, directly or indirectly, and any agreements,
commercial arrangements or oth er contacts with the governments of those countries or

Timothy Riitters
  Pure Storage, Inc.
  November 13 , 2017
  Page 2

 entities they control.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Bl ye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  John T. McKenna, Esq.
Cooley LLP

  Barbara Jacobs
  Assistant Director

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Company Acceleration Request

 PURE STORAGE, INC.

650 Castro Street, Suite 400

Mountain View, California 94041

 October 2,
2015

 VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Barbara C. Jacobs

RE:
Pure Storage, Inc.

Registration Statement on Form S-1

File No. 333-206312

 Ladies and Gentlemen:

Pure Storage, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on October 6, 2015, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 In connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (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 to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Pure Storage, Inc.

By:

/s/ Scott Dietzen

Name:

Scott Dietzen

Title:

Chief Executive Officer

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CORRESP

 John T. McKenna

 +1 650 843
5059

 jmckenna@cooley.com

 October 1, 2015

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, DC 20549

Attn:
Ji Shin, Attorney-Advisor

Barbara C. Jacobs, Assistant Director

RE:
Pure Storage, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed September 24, 2015

File No. 333-206312

 Ladies and Gentlemen:

On behalf of Pure Storage, Inc. (the “Company”), we are providing this letter in response to the comment (the
“Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 25, 2015 with respect to the
Company’s Amendment No. 2 to Registration Statement on Form S-1, filed on September 24, 2015. The Company is concurrently filing a Registration Statement on Form S-1 (the “Registration Statement”).

Set forth below is the Company’s response to the Comment. The numbering of the paragraph below corresponds to the numbering of the
Comment, which for your convenience we have incorporated into this response letter.

 Notes to Consolidated Financial Statements

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 stock-based
compensation expense. See ASC 855-10-50-2b.

 The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on page F-31 of the Registration Statement.

 *
*     *

 3175 HANOVER STREET,
PALO ALTO, CA 94304 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

 U.S. Securities and Exchange Commission

October 1, 2015

 Page Two

 Please contact me at (650) 843-5059 with any questions or further
comments regarding our response to the Staff’s Comment.

 Sincerely,

/s/ John T. McKenna

 John T. McKenna

cc:
Scott Dietzen, Pure Storage, Inc.

 Joseph FitzGerald, Pure Storage, Inc.

Todd Wheeler, Pure Storage, Inc.

Mark P. Tanoury, Cooley LLP

Seth J. Gottlieb, Cooley LLP

Alex K. Kassai, Cooley LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

 3175 HANOVER STREET, PALO
ALTO, CA 94304 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

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

CORRESP
1
filename1.htm

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

August 4 , 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 Draft Registration Statement on Form S -1
Submitted July 24 , 2015
  CIK No. 0001474432

Dear Mr. Dietzen :

We have reviewed your amended draft registration statement  and have the following
comment .  Our reference  to the prior comment  is to the comment  in our July 17 , 2015 letter .

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 com ment applies  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 this comment  and your
amended draft registration statement or fil ed registration statement,  we may have  additional
comments.

Item 16. Exhibits and Financial Statement Schedules

Exhibit 99.1

1. We note your response to prior comment 7 and your statement that the Forrester report
was prepared for business and marketin g purposes several months prior to commencing
the preparation of the Registration Statement .  In light of the proximity in time of the
Forrester report to your initial public offering, please tell us whether the initial public
offering was contemplated at the time of the Forrester report and whe n you began
discussions with your  representatives  in contemplation of an initial public offering.

Scott Dietzen
Pure Storage, Inc.
August 4 , 2015
Page 2

 You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Craig
Wilson, Senior Assistant Chief Acco untant,  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

cc:  John T. McKenna, Esq.
 Cooley LLP

July 17, 2015

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

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

Dear Mr. Dietzen :

We have reviewed your amended 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.   Our references to prior comments are to comments in our
June 11, 2015 letter .

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. We note your response to prior comment 5 and the supplement al materials provided.
Please clarify that your claim of “industry -leading NetPromoter customer satisfaction
survey results” is based on the results of an internal  company survey.

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

Overview, page 41

2. We note your revisions on page 42 in response to prior comment 41 where you state that
you “expect that [y]our results of operations and cash flows will be impacted by the
timing, size and level of success of these product  development investments.”  Please

Scott Dietzen
Pure Storage, Inc.
July 1 7, 2015
Page 2

 expand this to explicitly address your expectations for future profitability, consistent with
your disclosure on page 52 where you note you expect to incur operating losses and
negative cash flows from operations in at le ast the near future.  Refer to Section III.B. of
SEC Release No.  33-8350 .

Certain Relationships and Related Person Transactions

Investor Rights Agreement, page 9 3

3. We note your response to prior comment 17 and reissue the comment.  Please revise to
disclose the information required by Items 404(a)(1) and (2)  of Regulation S -K, such as
the names of the related persons and their interest in the transaction .

Principal Stockholders, page 95

4. We note your response to prior comment 1 8.  Please revise to state definitively that each
of Messrs. Speiser, Dharmaraj , and Bhusri  is a beneficial owner, instead of stating that
they “may be deemed” to be a beneficial owner.  See Instruction 2 to Item 403 of
Regulation S -K and Rule 13d -3 under the Exchange Act.

Notes to Consolidated Financial Statements

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

Revenue Recognition, page F -10

5. We note  your response to prior comment  21 and your added disclosure on page 42 .  In an
effort to understand the significance of this deliverable, p lease tell us how much revenue
was allocated to the controller refresh for the periods presented.  Also, please revise your
disclosures here to identify this as a separate deliverable and how  it is accounted for
under your maintenance and support agreements.

Note 9. Equity Incentive Plans

Determination of Fair Value, page F -23

6. In view of the materiality of your stock -based compensation over the reported periods ,
please revise to disclose f air value information of the common stock underlying your
stock options, restricted stock awards and common stock repurchases.   This information
is a significant assumption used to estimate your stock -based compensation pursuant to
ASC 718 -10-50-2f.  Simil ar disclosure should be made in your Critical Accounting
Policies and Estimates  - Stock -Based Compensation disclosures on page 57 .

Scott Dietzen
Pure Storage, Inc.
July 1 7, 2015
Page 3

 Item 16. Exhibits and Financial Statement Schedules

Exhibit 99.1

7. We note that you have filed a consent  of Forrester Consulting in response to prior
comment 13.  We refer to clauses (2), (4) and (6), which appear to disclaim liability for
the Forrester Information .  Please provide us with analysis supporting your conclusion
that such statements are consiste nt with the liability provisions of the Securities Act .  See
Securities Act Rule 436 and Securities Act Section 11(a)(4).

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
comments on 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

cc:  John T. McKenna, Esq.
 Cooley LLP

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