Nutanix, Inc. — Director's Dealing 2016

Oct 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2016-10-05

Reporting Person: Mhatre Ravi (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	C	17626757	—	Acquired	18061872	Indirect
2016-10-05	Common Stock	C	10352222	—	Acquired	10352222	Indirect
2016-10-05	Common Stock	J	18061872	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	10352222	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	190363	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Series A Convertible Preferred Stock	$	C	11139598	Disposed		Common Stock (11139598)	Indirect
2016-10-05	Series A Convertible Preferred Stock	$	C	6542304	Disposed		Common Stock (6542304)	Indirect
2016-10-05	Series B Convertible Preferred Stock	$	C	3707948	Disposed		Common Stock (3707948)	Indirect
2016-10-05	Series B Convertible Preferred Stock	$	C	2177683	Disposed		Common Stock (2177683)	Indirect
2016-10-05	Series C Convertible Preferred Stock	$	C	2347024	Disposed		Common Stock (2347024)	Indirect
2016-10-05	Series C Convertible Preferred Stock	$	C	1378411	Disposed		Common Stock (1378411)	Indirect
2016-10-05	Series D Convertible Preferred Stock	$	C	432187	Disposed		Common Stock (432187)	Indirect
2016-10-05	Series D Convertible Preferred Stock	$	C	253824	Disposed		Common Stock (253824)	Indirect
2016-10-05	Class B Common Stock	$	J	18061872	Acquired		Class A Common Stock (18061872)	Indirect
2016-10-05	Class B Common Stock	$	J	10352222	Acquired		Class A Common Stock (10352222)	Indirect
2016-10-05	Class B Common Stock	$	J	190363	Acquired		Class A Common Stock (190363)	Indirect

Footnotes

F1: The Series A convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "IPO") and had no expiration date.

F2: The Series B convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.

F3: The Series C convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.

F4: The Series D convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.

F5: The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of Lightspeed VIII. As a director of LUGP VIII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VIII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII"). Lightspeed Ultimate General Partner VII, Ltd. ("LUGP VII") is the sole general partner of Lightspeed General Partner VII, L.P., which serves as the sole general partner of Lightspeed VII. As a director of LUGP VII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F7: Following the conversion of each series of the Issuer's convertible preferred stock into common stock and immediately prior to the completion of the IPO, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7.

F8: The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). As a director of the ultimate general partner of Lightspeed Select, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed Select. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F9: Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033.