Nutanix, Inc. — Director's Dealing 2017

Dec 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-12-06

Reporting Person: Khosla Ventures IV, L.P. (Former 10% Owner)
Reporting Person: Khosla Ventures IV (CF), L.P. (Former 10% Owner)
Reporting Person: Khosla Ventures Associates IV, LLC (Former 10% Owner)
Reporting Person: VK Services, LLC (Former 10% Owner)
Reporting Person: KHOSLA VINOD (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-06	Class A Common Stock	C	1550851	$0.00	Acquired	1550851	Indirect
2017-12-06	Class A Common Stock	C	99149	$0.00	Acquired	99149	Indirect
2017-12-06	Class A Common Stock	J	1550851	$0.00	Disposed	0	Indirect
2017-12-06	Class A Common Stock	J	99149	$0.00	Disposed	0	Indirect
2017-12-06	Class A Common Stock	J	167326	$0.00	Acquired	167326	Indirect
2017-12-06	Class A Common Stock	J	149	$0.00	Acquired	167475	Indirect
2017-12-06	Class A Common Stock	J	167475	$0.00	Disposed	0	Indirect
2017-12-06	Class A Common Stock	J	163349	$0.00	Acquired	163349	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-06	Class B Common Stock	$	C	1550851	Disposed		Class A Common Stock (1550851)	Indirect
2017-12-06	Class B Common Stock	$	C	99149	Disposed		Class A Common Stock (99149)	Indirect

Footnotes

F1: Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis.

F2: Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: On December 6, 2017, 1,550,851 shares of Class A Common Stock held by KV IV were distributed to the limited partners and general partners of KV IV.

F5: On December 6, 2017, 99,149 shares of Class A Common Stock held by KV IV (CF) were distributed to the limited partners and general partners of KV IV (CF).

F6: Consists of securities held of record by KVA IV. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KVA IV, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KVA IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F7: On December 6, 2017, 167,475 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV.

F8: Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F9: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.