Nutanix, Inc. — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2017-12-29

Reporting Person: Parks Jeffrey T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-29	Class A Common Stock	C	45021	—	Acquired	45021	Indirect
2017-12-29	Class A Common Stock	C	1962	—	Acquired	1962	Indirect
2017-12-29	Class A Common Stock	C	11291	—	Acquired	11291	Indirect
2017-12-29	Class A Common Stock	J	45021	—	Disposed	0	Indirect
2017-12-29	Class A Common Stock	J	1962	—	Disposed	0	Indirect
2017-12-29	Class A Common Stock	J	11291	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-29	Class B Common Stock	$	C	45021	Disposed		Class A Common Stock (45021)	Indirect
2017-12-29	Class B Common Stock	$	C	1962	Disposed		Class A Common Stock (1962)	Indirect
2017-12-29	Class B Common Stock	$	C	11291	Disposed		Class A Common Stock (11291)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9341	Indirect
Class A Common Stock	1463	Indirect
Class A Common Stock	8313	Direct

Footnotes

F1: Represents shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis in accordance with the terms of the Class B common stock.

F2: The shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital L.P. ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RCGP Ltd."), the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP LP. All investment decisions with respect to the shares held by RCP LP are made by a majority vote of a six-member investment committee, for which the Reporting Person serves as a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: The shares are held of record by Riverwood Capital Partners (Parallel-A) L.P. ("RCP Parallel-A"). RC LP, the general partner of RCP Parallel-A, and RCGP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-A. All investment decisions with respect to the shares held by RCP Parallel-A are made by a majority vote of a six-member investment committee, for which the Reporting Person serves as a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F4: The shares are held of record by Riverwood Capital Partners (Parallel-B) L.P. ("RCP Parallel-B" and, each of RCP LP, RCP Parallel-A and RCP Parallel-B, a "Fund"). RC LP, the general partner of RCP Parallel-B, and RCGP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-B. All investment decisions with respect to the shares held by RCP Parallel-B are made by a majority vote of a six-member investment committee, for which the Reporting Person serves as a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F5: Distributed to RC LP, as general partner of such Fund, in accordance with such Fund's limited partnership agreement (such distributions, collectively, the "Funds Distribution"). Such shares of Class A common stock of the Issuer were then distributed by RC LP to partners of RC LP in accordance with such Fund's limited partnership agreement (or, as described in footnote (7) below with respect to certain shares, held in escrow by RC LP for the benefit of certain partners). The RC LP partners receiving shares included The Parks Trust, a trust beneficially owned by the Reporting Person.

F6: Reflects shares of Class A common stock of the Issuer received from RC LP by The Parks Trust in connection with the Funds Distributions. Such shares were previously indirectly beneficially owned by the Reporting Person through his indirect pecuniary interest in the Funds.

F7: Reflects shares of Class A common stock of the Issuer received by RC LP in connection with the Funds Distributions and held in escrow by RC LP for the benefit of The Parks Trust, subject to release to The Parks Trust in accordance with the terms of the Funds' respective limited partnership agreements. The Reporting Person has dispositive power over such shares of Class A common stock held for his benefit by RC LP and bears the investment risk of such shares. Such shares were previously indirectly beneficially owned by the Reporting Person through his indirect pecuniary interest in the Funds.

F8: Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs") pursuant to the Issuer's Outside Director Compensation Policy. Pursuant to the terms of the Reporting Person's arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, the Reporting Person 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 Persons disclaims beneficial ownership of such 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

F9: 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. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033.