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: Pandey Dheeraj (Director, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	J	4756592	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	2500000	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	2000000	—	Disposed	0	Indirect
2016-10-05	Common Stock	J	500000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Class B Common Stock	$	J	4756592	Acquired		Class A Common Stock (4756592)	Indirect
2016-10-05	Class B Common Stock	$	J	2500000	Acquired		Class A Common Stock (2500000)	Indirect
2016-10-05	Class B Common Stock	$	J	2000000	Acquired		Class A Common Stock (2000000)	Indirect
2016-10-05	Class B Common Stock	$	J	500000	Acquired		Class A Common Stock (500000)	Indirect
2016-10-05	Employee Stock Option (right to buy)	$0.49	J	886000	Disposed	2022-03-27	Common Stock (886000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$0.49	J	886000	Acquired	2022-03-27	Class B Common Stock (886000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$0.49	J	705000	Disposed	2022-06-12	Common Stock (705000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$0.49	J	705000	Acquired	2022-06-12	Class B Common Stock (705000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$12.00	J	500000	Disposed	2026-09-16	Common Stock (500000)	Direct
2016-10-05	Employee Stock Option (right to buy)	$12.00	J	500000	Acquired	2026-09-16	Class B Common Stock (500000)	Direct
2016-10-05	Restricted Stock Units	$	J	600000	Disposed		Common Stock (600000)	Direct
2016-10-05	Restricted Stock Units	$	J	600000	Acquired		Class B Common Stock (600000)	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 Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.

F3: The shares are held of record by The Pandey Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustee.

F4: The shares are held of record by The Pandey 2016 Annuity Trust for which the Reporting Person serves as trustee.

F5: The shares are held of record by The Swapna Pandey 2014 Irrevocable Descendant's Trust for which the Reporting Person serves as trustee.

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.

F7: Shares subject to the option are fully vested and immediately exercisable.

F8: Shares subject to the option vest in 48 equal monthly installments beginning on October 16, 2016.

F9: Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.

F10: On April 28, 2017, 450,000 RSUs vest and become issuable and the remaining RSUs vest in four equal quarterly installments beginning on July 15, 2017.