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: Long Kenneth W III (VP, Corporate Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	J	200000	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Class B Common Stock	$	J	200000	Acquired		Class A Common Stock (200000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$1.22	J	100000	Disposed	2023-06-07	Common Stock (100000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$1.22	J	100000	Acquired	2023-06-07	Class B Common Stock (100000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$3.20	J	100000	Disposed	2024-05-19	Common Stock (100000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$3.20	J	100000	Acquired	2024-05-19	Class B Common Stock (100000)	Direct
2016-10-05	Restricted Stock Units	$	J	70000	Disposed		Common Stock (70000)	Direct
2016-10-05	Restricted Stock Units	$	J	70000	Acquired		Class B Common Stock (70000)	Direct

Footnotes

F1: Each share of common stock was reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock in an exempt transaction pursuant to Rule 16b-7.

F2: 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.

F3: The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 29, 2014 and 1/48th of the shares vest monthly thereafter.

F4: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 36 equal monthly installments beginning on May 1, 2016.

F5: Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.

F6: On April 28, 2017, 13,125 RSUs vest and become issuable and an additional (i) 16,875 RSUs vest in 9 equal quarterly installments beginning on June 15, 2017 and (ii) 40,000 RSUs vest in 16 equal quarterly installments beginning on April 1, 2018.