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: Potti Sunil (Chief Product/Development Ofcr)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Restricted Stock Units	$	J	800000	Disposed		Common Stock (800000)	Direct
2016-10-05	Restricted Stock Units	$	J	800000	Acquired		Class B Common Stock (800000)	Direct

Footnotes

F1: Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.

F2: 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.

F3: On April 28, 2017, 393,750 RSUs vest and become issuable and an additional (i) 306,250 RSUs vest in 11 equal quarterly installments beginning on July 13, 2017; (ii) 50,000 RSUs vest in 14 equal quarterly installments beginning on July 28, 2017; and (iii) 50,000 RSUs vest in 16 equal quarterly installments beginning on January 28, 2018.