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: Vadakkedath Sudheesh Nair (President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	327500	Direct
Common Stock	180000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.49	2022-03-15	Common Stock (40000)		Direct
Employee Stock Option (right to buy)	$1.22	2023-05-13	Common Stock (370000)		Direct
Employee Stock Option (right to buy)	$3.20	2024-05-19	Common Stock (900000)		Direct
Restricted Stock Units	$		Common Stock (500000)		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: The shares are held of record by The Sudheesh Vadakkedath 2015 GRAT dated November 21, 2015 for which the Reporting Person serves as trustee.

F3: Shares subject to the option are fully vested and immediately exercisable.

F4: The option is subject to an early exercise provision and is immediately exercisable. As of the date of this report, 512,500 shares subject to the option are fully vested and the remaining 387,500 shares vest in 31 equal monthly installments beginning on October 1, 2016.

F5: On April 28, 2017, 125,000 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2017.

F6: Each RSU represents a contingent right to receive one share of Issuer common stock.