Nutanix, Inc. — Director's Dealing 2017

Dec 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-12-18

Reporting Person: Parks Jeffrey T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-18	Class A Common Stock	A	8313	—	Acquired	8313	Direct

Footnotes

F1: Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs") received on December 18, 2017 by the Reporting Person pursuant to the Issuer's Outside Director Compensation Policy. Each RSU represents a contingent right to receive one share of Issuer Class A common stock. The RSUs will vest on the earlier of (i) the day prior to the next annual meeting of stockholders held after the date of grant or (ii) the one-year anniversary of the date of grant, in each case subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.

F2: Pursuant to the terms of the Reporting Person's arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Parks is holding the RSUs solely for the benefit of Riverwood Capital and is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood Capital. Therefore, Riverwood Capital may be deemed the indirect beneficial owner of the RSUs. The Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by the Reporting Person for purposes of Section 16 or any other purposes.