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: Khosla Ventures IV, L.P. (10% Owner)
Reporting Person: Khosla Ventures IV (CF), L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates IV, LLC (10% Owner)
Reporting Person: VK Services, LLC (10% Owner)
Reporting Person: KHOSLA VINOD (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (9861996)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (630495)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1969635)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (125922)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (644789)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (41223)		Indirect

Footnotes

F1: The Series B convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "IPO") and has no expiration date.

F2: Following the conversion of each series of the Issuer's convertible preferred stock into common stock and immediately prior to the completion of the IPO, each share of common stock shall be reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7.

F3: Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: 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.

F6: 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.