Nutanix, Inc. — Director's Dealing 2018

Dec 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2018-12-17

Reporting Person: Parks Jeffrey T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-17	Class A Common Stock	S	8313	$39.9345	Disposed	0	Direct
2018-12-17	Class A Common Stock	A	8523	—	Acquired	8523	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	43704	Indirect

Footnotes

F1: Pursuant to the terms of the Reporting Person's arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Parks is holding the RSUs solely for the benefit of Riverwood Capital and is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood Capital. Therefore, Riverwood Capital may be deemed the indirect beneficial owner of the RSUs. The Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by the Reporting Person for purposes of Section 16 or any other purposes.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $39.81 to $40.13. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F3: Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs") received on December 17, 2018 by the Reporting Person pursuant to the Issuer's Outside Director Compensation Policy. Each RSU represents a contingent right to receive one share of Issuer Class A common stock. The RSUs will vest on the earlier of (i) the day prior to the next annual meeting of stockholders held after the date of grant or (ii) the one-year anniversary of the date of grant, in each case subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.

F4: Consists of (i) 39,417 shares of Class A common stock held of record by The Parks Trust, a trust beneficially owned by Mr. Parks, (ii) 4,287 shares of Class A common stock held of record by Riverwood Capital, LP, which is holding such shares for the benefit of The Parks Trust.