Nutanix, Inc. — Director's Dealing 2017

Mar 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-03-22

Reporting Person: Long Kenneth W III (VP, Corporate Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-22	Class A Common Stock	J	200000	—	Acquired	200000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-22	Class B Common Stock	$	J	200000	Disposed		Class A Common Stock (200000.0)	Direct
2017-03-22	Employee Stock Option (right to buy)	$1.22	J	100000	Disposed	2023-06-07	Class B Common Stock (100000.0)	Direct
2017-03-22	Employee Stock Option (right to buy)	$1.22	J	100000	Acquired	2023-06-07	Class A Common Stock (100000.0)	Direct
2017-03-22	Employee Stock Option (right to buy)	$3.2	J	100000	Disposed	2024-05-19	Class B Common Stock (100000.0)	Direct
2017-03-22	Employee Stock Option (right to buy)	$3.2	J	100000	Acquired	2024-05-19	Class A Common Stock (100000.0)	Direct
2017-03-22	Restricted Stock Units	$	J	70000	Disposed		Class B Common Stock (70000.0)	Direct
2017-03-22	Restricted Stock Units	$	J	70000	Acquired		Class A Common Stock (70000.0)	Direct

Footnotes

F1: Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. The reporting person has elected to convert his shares of Class B common stock into Class A common stock.

F2: The reporting person has elected to convert the securities underlying his stock options from Class B common stock to Class A common stock.

F3: The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 29, 2014 and 1/48th of the shares vest monthly thereafter.

F4: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 36 equal monthly installments beginning on May 1, 2016.

F5: Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.

F6: The reporting person has elected to convert the securities underlying the RSUs from Class B common stock into Class A common stock.

F7: On April 28, 2017, 13,125 RSUs vest and become issuable and an additional (i) 16,875 RSUs vest in 9 equal quarterly installments beginning on June 15, 2017 and (ii) 40,000 RSUs vest in 16 equal quarterly installments beginning on April 1, 2018.