Nutanix, Inc. — Director's Dealing 2017

Jun 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-05-30

Reporting Person: LIGHTSPEED VENTURE PARTNERS VIII LP (10% Owner)
Reporting Person: Lightspeed Venture Partners VII, L.P. (10% Owner)
Reporting Person: Lightspeed General Partner VII, L.P. (10% Owner)
Reporting Person: Lightspeed Ultimate General Partner VII, Ltd. (10% Owner)
Reporting Person: Lightspeed General Partner VIII, L.P. (10% Owner)
Reporting Person: Lightspeed Ultimate General Partner VIII, Ltd. (10% Owner)
Reporting Person: Eggers Barry (10% Owner)
Reporting Person: Nieh Peter (10% Owner)
Reporting Person: SCHAEPE CHRISTOPHER J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-30	Class A Common Stock	J	4631331	—	Disposed	0	Indirect
2017-05-30	Class A Common Stock	J	1192558	—	Acquired	1192558	Indirect
2017-05-30	Class A Common Stock	J	1192558	—	Disposed	0	Indirect
2017-05-30	Class A Common Stock	J	174008	—	Acquired	273777	Direct
2017-05-30	Class A Common Stock	J	174008	—	Acquired	190355	Indirect
2017-05-30	Class A Common Stock	J	174008	—	Acquired	238955	Indirect
2017-05-30	Class A Common Stock	S	139657	$19.0210	Disposed	50698	Indirect
2017-05-31	Class A Common Stock	S	50698	$18.7848	Disposed	0	Indirect
2017-05-30	Class A Common Stock	S	25000	$18.4121	Disposed	213955	Indirect
2017-05-31	Class A Common Stock	C	3007715	—	Acquired	3759643	Indirect
2017-05-31	Class A Common Stock	C	190363	—	Acquired	190363	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-31	Class B Common Stock	$	C	3007715	Disposed		Class A Common Stock (3007715)	Indirect
2017-05-31	Class B Common Stock	$	C	190363	Disposed		Class A Common Stock (190363)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	86148	Indirect

Footnotes

F1: Represents in-kind distribution by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII") without consideration to its partners (including LGP VII, the general partner of Lightspeed VII).

F2: Lightspeed Ultimate General Partner VII, Ltd. is the sole general partner of Lightspeed General Partner VII, L.P. ("LGP VII"), which is the sole general partner of Lightspeed VII. The individual directors of Lightspeed Ultimate General Partner VII, Ltd. are Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh. Messrs. Schaepe, Eggers, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.

F3: The shares are held of record by Lightspeed VII.

F4: The shares are held of record by LGP VII.

F5: Represents in-kind distribution by LGP VII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).

F6: The shares are held of record by Barry Eggers Revocable Trust dtd 6/4/2008, for which Barry Eggers serves as trustee.

F7: The shares are held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, for which Christopher J. Schaepe serves as co-trustee.

F8: These sales were executed in multiple trades at prices ranging from $18.75 to $19.72. The price reported above reflects the weighted average sale price. Mr. Eggers hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.

F9: These sales were executed in multiple trades at prices ranging from $18.75 to $18.86. The price reported above reflects the weighted average sale price. Mr. Eggers hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.

F10: These sales were executed in multiple trades at prices ranging from $18.26 to $18.465. The price reported above reflects the weighted average sale price. Mr. Schaepe hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.

F11: Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. The convertibility of the Class B Common Stock has no expiration date.

F12: Lightspeed Ultimate General Partner VIII, Ltd. is the sole general partner of Lightspeed General Partner VIII, L.P. ("LGP VIII"), which is the sole general partner of Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). The individual directors of Lightspeed Ultimate General Partner VIII, Ltd. are Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh. Messrs. Schaepe, Eggers, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.

F13: The shares are held of record by Lightspeed VIII.

F14: Lightspeed Ultimate General Partner Select, Ltd. is the sole general partner of Lightspeed General Partner Select, L.P. ("LGP Select"), which is the sole general partner of Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). The individual directors of Lightspeed Ultimate General Partner Select, Ltd. are Christopher J. Schaepe, Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and John Vrionis. Messrs. Schaepe, Eggers, Liew, Mhatre, Nieh and Vrionis disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.

F15: The shares are held of record by Lightspeed Select.

F16: The shares are held of record by Schaepe-Chiu Investments I LP - Fund 1. Christopher J. Schaepe serves as co-trustee of the general partner of such entity.

F17: The shares are held of record by Peter Nieh.