Nutanix, Inc. — Director's Dealing 2017

Mar 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-03-28

Reporting Person: Mhatre Ravi (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Class A Common Stock	C	10352222	—	Acquired	10352222	Indirect
2017-03-15	Class A Common Stock	C	3612374	—	Acquired	3612374	Indirect
2017-03-28	Class A Common Stock	J	2860446	—	Disposed	7491776	Indirect
2017-03-28	Class A Common Stock	J	736566	—	Acquired	736566	Indirect
2017-03-28	Class A Common Stock	J	736566	—	Disposed	0	Indirect
2017-03-28	Class A Common Stock	J	109853	—	Acquired	109853	Direct
2017-03-28	Class A Common Stock	J	1430223	—	Disposed	2182151	Indirect
2017-03-28	Class A Common Stock	J	332886	—	Acquired	332886	Indirect
2017-03-28	Class A Common Stock	J	332886	—	Disposed	0	Indirect
2017-03-28	Class A Common Stock	J	44581	—	Acquired	44581	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-27	Class B Common Stock	$	C	10352222	Disposed		Class A Common Stock (10352222)	Indirect
2017-03-15	Class B Common Stock	$	C	3612374	Disposed		Class A Common Stock (3612374)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (190363)	190363	Indirect

Footnotes

F1: 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.

F2: The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII").

F3: 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.

F4: The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII").

F5: 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.

F6: Represents in-kind distribution by Lightspeed VII without consideration to its partners (including LGP VII, the general partner of Lightspeed VII).

F7: The shares are held of record by LGP VII.

F8: Represents in-kind distribution by LGP VII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).

F9: The shares are held of record by Mhatre Investments LP - Fund 1. Mr. Mhatre serves as the trustee of the general partner of such entity

F10: Represents in-kind distribution by Lightspeed VIII without consideration to its partners (including LGP VIII, the general partner of Lightspeed VIII).

F11: The shares are held of record by LGP VIII.

F12: Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).

F13: The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Lightspeed Ultimate General Partner Select, Ltd. is the sole general partner of Lightspeed General Partner Select, L.P., which is the sole general partner of 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. Mr. Mhatre disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

F14: Shares of the Issuer's Class B Common Stock are convertible 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.