Nutanix, Inc. — Director's Dealing 2020

Sep 28, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2020-09-24

Reporting Person: Humphrey David (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2.50% Convertible Senior Notes due 2026	$27.75		Class A Common Stock (27027000)		Indirect

Footnotes

F1: Represents $750,000,000 aggregate principal amount of Nutanix, Inc. (the "Issuer") 2.50% Convertible Senior Notes due 2026 (the "Convertible Notes") held directly by BCPE Nucleon (DE) SPV, LP (the "Bain Capital Entity").

F2: The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entity is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entity. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: In accordance with an investment agreement, dated as of August 26, 2020, as amended on September 24, 2020, the Bain Capital Entity is restricted from converting the Convertible Notes prior to the earlier of (i) the date that is 12 months from the date of issuance and (ii) immediately prior to the consummation of any change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer or a fundamental change, in each case, subject to certain exceptions. Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the close of business on the scheduled trading day immediately preceding the maturity date.

F4: The Convertible Notes mature on September 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F5: Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of its Class A common stock ("Common Stock") or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 36.0360 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 24, 2020, between the Issuer and U.S. Bank National Association, as trustee.

F6: (continued from footnote 5) The Convertible Notes bear interest at a rate of 2.50% per annum, with such interest to be paid in-kind semi-annually through an increase in the principal amount of the Convertible Notes.

F7: The initial conversion rate of 36.0360 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $27.75 per share of Common Stock. In addition, at the one-year anniversary of the issuance date, depending on the Issuer's achievement of certain financial milestones, the conversion rate may be subject to an additional, one-time adjustment to a conversion rate between 36.0360 and 39.6040 shares of Common Stock, in each case per $1,000 principal amount of Convertible Notes.