Nutanix, Inc. — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2021-03-09

Reporting Person: Pandey Dheeraj (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-09	Class A Common Stock	M	886000	$0.49	Acquired	886000	Direct
2021-03-09	Class A Common Stock	S	886000	$26.31	Disposed	0	Direct
2021-03-09	Class A Common Stock	M	38348	$0.49	Acquired	38348	Direct
2021-03-09	Class A Common Stock	S	38348	$26.31	Disposed	0	Direct
2021-03-09	Class A Common Stock	M	285652	$12.00	Acquired	285652	Direct
2021-03-09	Class A Common Stock	S	285652	$27.1316	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-09	Employee Stock Options (right to buy)	$0.049	M	886000	Disposed		Class B Common Stock (886000)	Direct
2021-03-09	Employee Stock Options (right to buy)	$0.049	M	705000	Disposed		Class B Common Stock (705000)	Direct
2021-03-09	Class B Common Stock	$0.00	M	666652	Acquired		Class A Common Stock (666652)	Direct
2021-03-09	Employee Stock Options (right to buy)	$12.00	M	500000	Disposed		Class B Common Stock (500000)	Direct
2021-03-09	Class B Common Stock	$0.00	M	214348	Acquired		Class B Common Stock (214348)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (4579818)	4579818	Indirect
Class B Common Stock	$		Class A Common Stock (2467385)	2467385	Indirect
Class B Common Stock	$		Class A Common Stock (532615)	532615	Indirect
Class B Common Stock	$		Class A Common Stock (381218)	381218	Indirect
Class B Common Stock	$		Class A Common Stock (381218)	381218	Indirect
Class B Common Stock	$		Class A Common Stock (381218)	381218	Indirect

Footnotes

F1: Each share of Class A common stock was converted from Class B common stock immediately upon exercise of the option on such Class B common stock. See footnote 9.

F2: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $26.31 to $27.53 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Shares subject to the option are fully vested. In connection with the Reporting Person's departure from the Issuer, all options expire on March 15, 2021.

F4: 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.

F5: 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.

F6: The shares are held of record by The Pandey Revocable Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees.

F7: The shares are held of record by The Pandey Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustee

F8: The Pandey 2017 Irrevocable Descendant's Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees.

F9: The shares are held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey's minor children, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees.

F10: The shares are held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey's minor children, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees.

F11: The shares are held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey's minor children, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees.