Nutanix, Inc. — Director's Dealing 2023

Jun 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2023-06-15

Reporting Person: RAMASWAMI RAJIV (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-15	Class A Common Stock	M	23663	—	Acquired	395504	Direct
2023-06-15	Class A Common Stock	M	58447	—	Acquired	453951	Direct
2023-06-15	Class A Common Stock	M	8628	—	Acquired	462579	Direct
2023-06-15	Class A Common Stock	M	17207	—	Acquired	479786	Direct
2023-06-16	Class A Common Stock	S	59094	$29.096	Disposed	420692	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-15	Restricted Stock Units	$	M	23663	Disposed		Class A Common Stock (23663)	Direct
2023-06-15	Restricted Stock Units	$	M	58447	Disposed		Class A Common Stock (58447)	Direct
2023-06-15	Restricted Stock Units	$	M	8628	Disposed		Class A Common Stock (8628)	Direct
2023-06-15	Restricted Stock Units	$	M	17207	Disposed		Class A Common Stock (17207)	Direct

Footnotes

F1: Includes 1,000 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on June 5, 2023.

F2: Represents shares sold to cover the tax liabiity arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.

F3: Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

F4: The RSUs vested as to 25% of the underlying shares on December 15, 2021, with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

F5: As previously reported, on December 9, 2020, the Reporting Person was granted a target number of 703,117 performance-based RSUs ("PRSUs") subject to two stock price milestones. 133% of the target number of PRSUs became eligible to vest upon achievement of both milestones. The eligible PRSUs vested as to 25% of the underlying shares on December 15, 2021, with 1/16th of the remaining shares vesting quarterly thereafter, subject to the Reporting person continuing to provide service to the Issuer through each vesting date.

F6: The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2021, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

F7: The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.