Nutanix, Inc. — Director's Dealing 2020

Dec 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2020-12-09

Reporting Person: RAMASWAMI RAJIV (President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-09	Restricted Stock Units	$	A	378601	Acquired		Class A Common Stock (378601.0)	Direct
2020-12-09	Restricted Stock Units	$	A	703117	Acquired		Class A Common Stock (703117.0)	Direct

Footnotes

F1: Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock.

F2: The RSUs vest as to 25% of the underlying shares on 12/15/2021, with 1/16th of the remaining shares to vest quarterly thereafter contingent upon the Reporting Person's continued service to the Issuer.

F3: Reflects shares that the Reporting Person will receive upon the settlement of RSUs at targeted level of performance. Vesting requires satisfaction of stock-based milestones and time-based vesting. Achievement of the first milestone would result in 67% of the RSUs becoming eligible to vest. Achievement of both milestones would result in 133% of the RSUs becoming eligible to visit. If performance milestones are achieved, then earned RSUs will vest as to 25% of the underlying shares on December 15, 2021, with 1/16th of the remaining shares to vest quarterly thereafter, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.