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: Khosla Ventures IV, L.P. (10% Owner)
Reporting Person: Khosla Ventures IV (CF), L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates IV, LLC (10% Owner)
Reporting Person: VK Services, LLC (10% Owner)
Reporting Person: KHOSLA VINOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	C	12476420	—	Acquired	12476420	Indirect
2016-10-05	Common Stock	C	797640	—	Acquired	797640	Indirect
2016-10-05	Common Stock	J	12476420	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	797640	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Series B Convertible Preferred Stock	$	C	9861996	Disposed		Common Stock (9861996)	Indirect
2016-10-05	Series B Convertible Preferred Stock	$	C	630495	Disposed		Common Stock (630495)	Indirect
2016-10-05	Series C Convertible Preferred Stock	$	C	1969635	Disposed		Common Stock (1969635)	Indirect
2016-10-05	Series C Convertible Preferred Stock	$	C	125922	Disposed		Common Stock (125922)	Indirect
2016-10-05	Series D Convertible Preferred Stock	$	C	644789	Disposed		Common Stock (644789)	Indirect
2016-10-05	Series D Convertible Preferred Stock	$	C	41223	Disposed		Common Stock (41223)	Indirect
2016-10-05	Class B Common Stock	$	J	12476420	Acquired		Class A Common Stock (12476420)	Indirect
2016-10-05	Class B Common Stock	$	J	797640	Acquired		Class A Common Stock (797640)	Indirect

Footnotes

F1: The Series B 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 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.

F3: 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.

F4: Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: 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.

F7: 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.