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: Vadakkedath Sudheesh Nair (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	J	327500	—	Disposed	0	Direct
2016-10-05	Common Stock	J	180000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Class B Common Stock	$	J	327500	Acquired		Class A Common Stock (327500)	Direct
2016-10-05	Class B Common Stock	$	J	180000	Acquired		Class A Common Stock (180000)	Indirect
2016-10-05	Employee Stock Option (right to buy)	$0.49	J	40000	Disposed	2022-03-15	Common Stock (40000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$0.49	J	40000	Acquired	2022-03-15	Class B Common Stock (40000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$1.22	J	370000	Disposed	2023-05-13	Common Stock (370000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$1.22	J	370000	Acquired	2023-05-13	Class B Common Stock (370000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$3.20	J	900000	Disposed	2024-05-19	Common Stock (900000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$3.20	J	900000	Acquired	2024-05-19	Class B Common Stock (900000)	Direct
2016-10-05	Restricted Stock Units	$	J	500000	Disposed		Common Stock (500000)	Direct
2016-10-05	Restricted Stock Units	$	J	500000	Acquired		Class B Common Stock (500000)	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: The shares are held of record by The Sudheesh Vadakkedath 2015 GRAT dated November 21, 2015 for which the Reporting Person serves as trustee.

F3: 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.

F4: Shares subject to the option are fully vested and immediately exercisable.

F5: The option is subject to an early exercise provision and is immediately exercisable. As of the date of this report, 525,000 shares subject to the option are fully vested and the remaining 375,000 shares vest in 30 equal monthly installments beginning on November 1, 2016.

F6: Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.

F7: On April 28, 2017, 125,000 RSUs vest and become issuable and the remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2017.