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: Long Kenneth W III (VP, Corporate Controller & CAO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$1.22	2023-06-07	Common Stock (100000)		Direct
Employee Stock Option (right to buy)	$3.20	2024-05-19	Common Stock (100000)		Direct
Restricted Stock Units	$		Common Stock (70000)		Direct

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 in an exempt transaction pursuant to Rule 16b-7.

F2: An option to purchase 300,000 shares was granted on June 8, 2013 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 29, 2014 and 1/48th of the shares vest monthly thereafter.

F3: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 36 equal monthly installments beginning on May 1, 2016.

F4: On April 28, 2017, 13,125 restricted stock units, or RSUs, vest and become issuable and an additional (i) 16,875 RSUs vest in 9 equal quarterly installments beginning on June 15, 2017 and (ii) 40,000 RSUs vest in 16 equal quarterly installments beginning on April 1, 2018.

F5: Each RSU represents a contingent right to receive one share of Issuer common stock.