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: Ting Howard (Chief Marketing Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	365000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.05	2021-04-13	Common Stock (10000)		Direct
Employee Stock Option (right to buy)	$1.22	2022-11-15	Common Stock (300000)		Direct
Employee Stock Option (right to buy)	$3.20	2024-05-19	Common Stock (200000)		Direct
Restricted Stock Units	$		Common Stock (150000)		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: Shares subject to the option are fully vested and immediately exercisable.

F3: An option to purchase 700,000 shares was granted on November 16, 2012 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 November 1, 2013 and 1/48th of the shares vest monthly thereafter.

F4: 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.

F5: The restricted stock units, or RSUs, vest in 16 equal quarterly installments beginning on April 1, 2017.

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