Nutanix, Inc. — Director's Dealing 2017

Apr 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-04-05

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
2017-04-05	Class A Common Stock	S	100000	$17.6235	Disposed	24947	Indirect
2017-04-05	Class A Common Stock	G	8600	—	Disposed	16347	Indirect
2017-04-05	Class A Common Stock	S	43074	$17.6235	Disposed	0	Indirect
2017-04-05	Class A Common Stock	S	50000	$17.4978	Disposed	114947	Indirect
2017-04-05	Class A Common Stock	S	50000	$17.6607	Disposed	64947	Indirect
2017-04-05	Class A Common Stock	S	14723	$17.5093	Disposed	155179	Direct
2017-04-05	Class A Common Stock	S	46271	$17.5093	Disposed	29590	Indirect
2017-04-06	Class A Common Stock	S	55410	$18.1001	Disposed	99769	Direct
2017-04-06	Class A Common Stock	S	29590	$18.1001	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4631331	Indirect
Class A Common Stock	751928	Indirect
Class A Common Stock	86148	Indirect

Footnotes

F1: These sales were executed in multiple trades at prices ranging from $17.10 to $17.995. 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.

F2: The shares are held of record by Barry Eggers Revocable Trust dtd 6/4/2008, for which Barry Eggers serves as trustee.

F3: The shares are held of record by Eggers Investments, L.P. Barry Eggers serves as trustee of the general partner of such entity.

F4: These sales were executed in multiple trades at prices ranging from $17.27 to $17.73. 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.

F5: 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.

F6: These sales were executed in multiple trades at prices ranging from $17.68 to $17.99. 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.

F7: These sales were executed in multiple trades at prices ranging from $17.24 to $17.87. The price reported above reflects the weighted average sale price. Mr. Nieh 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.

F8: The shares are held of record by Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of such entity.

F9: These sales were executed in multiple trades at prices ranging from $17.85 to $18.26. The price reported above reflects the weighted average sale price. Mr. Nieh 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: The shares are held of record by Lightspeed VII.

F11: 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.

F12: The shares are held of record by Lightspeed VIII.

F13: 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 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.

F14: 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.

F15: The shares are held of record by Peter Nieh.