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: Mhatre Ravi (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	435115	Indirect
Common Stock	190363	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (11139598)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (6542304)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (3707948)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (2177683)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (2347024)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1378411)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (432187)		Indirect
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. As a director of LUGP VIII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VIII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). As a director of the ultimate general partner of Lightspeed Select, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed Select. The 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. As a director of LUGP VII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VII. The reporting person disclaims beneficial ownership of such shares except to the extent of his 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.