Nutanix, Inc. — Director's Dealing 2023

Aug 31, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2023-08-28

Reporting Person: Sangster David (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-28	Class A Common Stock	A	16105	—	Acquired	178934	Direct
2023-08-28	Class A Common Stock	A	33333	—	Acquired	212267	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-29	Restricted Stock Units	$	A	50830	Acquired		Class A Common Stock (50830)	Direct

Footnotes

F1: On October 11, 2021, the Reporting Person was granted performance-based restricted stock units ("FY 2022 PRSUs"). The FY 2022 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 28, 2023, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 150.9630%%, but, under the terms of the FY 2022 PRSUs, the achievement percentage was capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

F2: On August 25, 2022, the Reporting Person was granted performance-based restricted stock units ("FY 2023 PRSUs"). The FY 2023 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, 2022, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 28, 2023, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 200% but, under the terms of the FY 2023 PRSUs, the achievement percentage was capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

F3: Each Restricted Stock Unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock.

F4: The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on December 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.