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: Parks Jeffrey T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	C	3531179	—	Acquired	3531179	Indirect
2016-10-05	Common Stock	C	1217430	—	Acquired	1217430	Indirect
2016-10-05	Common Stock	C	1425499	—	Acquired	1425499	Indirect
2016-10-05	Common Stock	J	3531179	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	1217430	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	1425499	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Series D Convertible Preferred Stock	$	C	3531179	Disposed		Common Stock (3531179)	Indirect
2016-10-05	Series D Convertible Preferred Stock	$	C	1217430	Disposed		Common Stock (1217430)	Indirect
2016-10-05	Series D Convertible Preferred Stock	$	C	1425499	Disposed		Common Stock (1425499)	Indirect
2016-10-05	Class B Common Stock	$	J	3531179	Acquired		Class A Common Stock (3531179)	Indirect
2016-10-05	Class B Common Stock	$	J	1217430	Acquired		Class A Common Stock (1217430)	Indirect
2016-10-05	Class B Common Stock	$	J	1425499	Acquired		Class A Common Stock (1425499)	Indirect

Footnotes

F1: The Series D 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 shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital, LP ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RC CP Ltd."), the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP LP. All investment decisions with respect to the shares held by the RCP LP are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: The shares are held of record by Riverwood Capital Partners (Parallel-A) L.P. ("RCP Parallel-A"). RC LP, the general partner of RCP Parallel-A, and RC CP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-A. All investment decisions with respect to the shares held by the RCP Parallel-A are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F4: The shares are held of record by Riverwood Capital Partners (Parallel-B) L.P. ("RCP Parallel-B"). RC LP, the general partner of RCP Parallel-B, and RC CP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-B. All investment decisions with respect to the shares held by the RCP Parallel-B are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F5: Following the conversion of the Series D 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.

F6: 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.