Nutanix, Inc. — Director's Dealing 2020

Oct 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2020-10-05

Reporting Person: Pandey Dheeraj (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-05	Class A Common Stock	J	682285	—	Acquired	682285	Indirect
2020-10-05	Class A Common Stock	S	98220	$22.11	Disposed	584065	Indirect
2020-10-06	Class A Common Stock	S	281837	$22.02	Disposed	302228	Indirect
2020-10-07	Class A Common Stock	S	302228	$21.56	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-05	Class B Common Stock	$	J	682285	Disposed		Class A Common Stock (682285.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	52208	Direct

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: 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.

F2: The reporting person has elected to convert the securities from Class B common stock into Class A common stock.

F3: The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $22.00 to $22.40. 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 $21.50 to $22.50. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $21.35 to $21.865. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.

F7: 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.

F8: The shares are held of record by The Pandey 2017 Irrevocable Descendants' Trust for which the Reporting Person and his spouse serve as trustees.

F9: The shares are held of record by The Pandey 2012 Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustees.

F10: The shares are held of record by the Pandey 2016 Annuity trust, for which the Reporting Person serves as trustee, for the benefit of the Reporting Person's minor child.