Nutanix, Inc. — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2018-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Class A Common Stock	M	9085	$1.22	Acquired	185256	Direct
2018-03-14	Class A Common Stock	M	22917	$3.20	Acquired	208173	Direct
2018-03-14	Class A Common Stock	S	32002	$54.3609	Disposed	176171	Direct
2018-03-15	Class A Common Stock	M	1875	—	Acquired	178046	Direct
2018-03-15	Class A Common Stock	M	3125	—	Acquired	181171	Direct
2018-03-16	Class A Common Stock	F	1781	$53.7116	Disposed	179390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Employee Stock Option (right to buy)	$1.22	M	9085	Disposed	2023-06-07	Class A Common Stock (9085.0)	Direct
2018-03-14	Employee Stock Option (right to buy)	$3.2	M	22917	Disposed	2024-05-19	Class A Common Stock (22917.0)	Direct
2018-03-15	Restricted Stock Units	$	M	1875	Disposed		Class A Common Stock (1875.0)	Direct
2018-03-15	Restricted Stock Units	$	M	3125	Disposed		Class A Common Stock (3125.0)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $54.33 to $54.53. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F2: Represents shares sold to cover the tax liability arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.

F3: The option was fully vested and exercisable on May 29, 2017.

F4: The option is subject to an early exercise provision and is immediately exercisable. The 100,000 total shares subject to the option vest in 36 equal monthly installments beginning on May 1, 2016.

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

F6: 1,875 RSUs shall vest and become issuable quarterly beginning on June 15, 2017 and ending on June 15, 2019 and 2,500 RSUs shall vest and become issuable quarterly beginning on April 1, 2018 ending on January 1, 2022, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.

F7: The 50,000 total RSUs vest in 16 equal quarterly installments beginning on March 15, 2018, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.