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: Sangster David (EVP, Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.49	2021-12-08	Common Stock (248000)		Direct
Employee Stock Option (right to buy)	$1.22	2022-11-15	Common Stock (20000)		Direct
Employee Stock Option (right to buy)	$1.22	2023-07-16	Common Stock (50000)		Direct
Employee Stock Option (right to buy)	$3.20	2024-05-19	Common Stock (380000)		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: 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 5, 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 48 equal monthly installments beginning on July 18, 2013.

F5: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2015.

F6: On May 28, 2017, 37,500 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in 9 equal quarterly installments beginning on June 15, 2017.

F7: Each RSU represents a contingent right to receive one share of Issuer common stock.