Nutanix, Inc. — Director's Dealing 2019

Dec 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2019-11-27

Reporting Person: Pandey Dheeraj (Director, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-27	Class A Common Stock	S	39798	$35.07	Disposed	211177	Direct
2019-11-29	Class A Common Stock	S	13900	$35.5513	Disposed	197277	Direct
2019-11-29	Class A Common Stock	S	40260	$36.6584	Disposed	157017	Direct
2019-11-29	Class A Common Stock	S	21335	$37.1835	Disposed	135682	Direct
2019-10-09	Class A Common Stock	J	10000	—	Acquired	145682	Direct
2019-10-09	Class A Common Stock	G	10000	—	Disposed	135682	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-09	Class B Common Stock	$	J	10000	Disposed		Class A Common Stock (10000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8077	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2932000.0)	2932000	Indirect
Class B Common Stock	$		Class A Common Stock (68000.0)	68000	Indirect
Class B Common Stock	$		Class A Common Stock (381218.0)	381218	Indirect
Class B Common Stock	$		Class A Common Stock (381218.0)	381218	Indirect
Class B Common Stock	$		Class A Common Stock (381218.0)	381218	Indirect

Footnotes

F1: The sale reported was effected pursuant to the Reporting Person's 10b5-1 Plan.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $35.00 to $35.21. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $35.06 to $36.05. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $36.09 to $37.085. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $37.09 to $37.38. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F6: The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.

F7: 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.

F8: This is a gift to a donor advised charity fund.

F9: Each share of common stock was reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock in an exempt transaction pursuant to Rule 16b-7.

F10: 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.

F11: The number of shares held by the Pandey 2017 Irrevocable Descendants' Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees, has been updated to reflect non-reportable changes in beneficial ownership since the Reporting Person's last filing.

F12: The shares are held of record by the Pandey 2017 Irrevocable Descendants' Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees.

F13: The number of shares held by the Pandey Irrevocable Descendants' Trust, for which the Reporting Person's spouse serves as trustee, has been updated to reflect non-reportable changes in beneficial ownership since the Reporting Person's last filing.

F14: The shares are held of record by the Pandey Irrevocable Descendants' Trust, for which the Reporting Person's spouse serves as trustee.

F15: The shares are held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey's minor children, for which Mr. Pandey and his spouse serve as co-trustees.