Nutanix, Inc. — Director's Dealing 2016

Sep 30, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2016-09-29

Reporting Person: LIGHTSPEED VENTURE PARTNERS VIII LP (10% Owner)
Reporting Person: Lightspeed General Partner VIII, L.P. (10% Owner)
Reporting Person: Lightspeed Ultimate General Partner VIII, Ltd. (10% Owner)
Reporting Person: Lightspeed Venture Partners VII, L.P. (10% Owner)
Reporting Person: Lightspeed General Partner VII, L.P. (10% Owner)
Reporting Person: Lightspeed Ultimate General Partner VII, Ltd. (10% Owner)
Reporting Person: Eggers Barry (10% Owner)
Reporting Person: Nieh Peter (10% Owner)
Reporting Person: SCHAEPE CHRISTOPHER J (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	435115	Direct
Common Stock	190363	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (11139598)		Direct
Series A Convertible Preferred Stock	$		Common Stock (6542304)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (3707948)		Direct
Series B Convertible Preferred Stock	$		Common Stock (2177683)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (2347024)		Direct
Series C Convertible Preferred Stock	$		Common Stock (1378411)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (432187)		Direct
Series D Convertible Preferred Stock	$		Common Stock (253824)		Indirect

Footnotes

F1: Each share of common stock shall be 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 (the "IPO") in an exempt transaction pursuant to Rule 16b-7.

F2: The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of Lightspeed VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by Lightspeed VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Messrs. Eggers, Mhatre, Nieh and Schaepe are four of the six directors of the ultimate general partner of Lightspeed Select and share voting and dispositive power with respect to the shares held of record by Lightspeed Select. Each reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: The Series A convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F5: The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII"). Lightspeed Ultimate General Partner VII, Ltd. ("LUGP VII") is the sole general partner of Lightspeed General Partner VII, L.P., which serves as the sole general partner of Lightspeed VII. Messrs. Eggers, Mhatre, Nieh and Schaepe, the directors of LUGP VII, share voting and dispositive power with respect to the shares held of record by Lightspeed VII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: The Series B convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F7: The Series C convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

F8: The Series D convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.