Nutanix, Inc. — Director's Dealing 2022

Aug 29, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2022-08-25

Reporting Person: RAMASWAMI RAJIV (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-25	Class A Common Stock	A	28824	$0.00	Acquired	247216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-25	Restricted Stock Units	$	A	275302	Acquired		Class A Common Stock (275302)	Direct

Footnotes

F1: On October 11, 2021, the Reporting Person was granted performance-based restricted stock units ("PRSUs"). The PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2021, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 25, 2022, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 62.6385%, resulting in these shares becoming eligible to vest on September 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

F2: Each Restricted Stock Unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock.

F3: The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.