Nutanix, Inc. — Major Shareholding Notification 2016

Oct 11, 2016

SC 13G 1 d234465dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2

(Amendment No. )*

NUTANIX, INC.

(Name of Issuer)

Class A Common Stock, $0.000025 par value per share

(Title of Class of Securities)

67059N108

(CUSIP Number)

October 6, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13 G
CUSIP No. 67059N108

| (1) | NAME OF REPORTING PERSON OZ Management
LP | |
| --- | --- | --- |
| (2) | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER 0 |
| | (6) | SHARED VOTING POWER 1,000,000 |
| | (7) | SOLE DISPOSITIVE POWER 0 |
| | (8) | SHARED DISPOSITIVE POWER 1,000,000 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,000,000 | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.85% | |
| (12) | TYPE OF REPORTING
PERSON IA | |

Schedule 13 G
CUSIP No. 67059N108

(1)	NAME OF REPORTING PERSON Och-Ziff Holding Corporation
(2)	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER 0
	(6)	SHARED VOTING POWER 1,000,000
	(7)	SOLE DISPOSITIVE POWER 0
	(8)	SHARED DISPOSITIVE POWER 1,000,000
(9)	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,000,000
(10)	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.85%
(12)	TYPE OF REPORTING
PERSON CO

Schedule 13 G
CUSIP No. 67059N108

(1)	NAME OF REPORTING PERSON Och-Ziff Capital Management Group LLC
(2)	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER 0
	(6)	SHARED VOTING POWER 1,000,000
	(7)	SOLE DISPOSITIVE POWER 0
	(8)	SHARED DISPOSITIVE POWER 1,000,000
(9)	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,000,000
(10)	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.85%
(12)	TYPE OF REPORTING
PERSON OO

Schedule 13 G
CUSIP No. 67059N108

| (1) | NAME OF REPORTING PERSON Daniel S.
Och | |
| --- | --- | --- |
| (2) | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER 0 |
| | (6) | SHARED VOTING POWER 1,000,000 |
| | (7) | SOLE DISPOSITIVE POWER 0 |
| | (8) | SHARED DISPOSITIVE POWER 1,000,000 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,000,000 | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.85% | |
| (12) | TYPE OF REPORTING
PERSON IN | |

Schedule 13 G
CUSIP No. 67059N108

(1)	NAME OF REPORTING PERSON OZ Master Fund Ltd.
(2)	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER 897,160
	(6)	SHARED VOTING POWER 0
	(7)	SOLE DISPOSITIVE POWER 897,160
	(8)	SHARED DISPOSITIVE POWER 0
(9)	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 897,160
(10)	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(11)	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 5.25%
(12)	TYPE OF REPORTING
PERSON CO

Schedule 13 G
CUSIP No. 67059N108

ITEM 1	(a).	NAME OF ISSUER:
		NUTANIX, INC.
ITEM 1	(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: 1740 Technology Drive, Suite 150 San Jose, CA 95110
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:
			This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
		(i)	OZ Management LP (“OZ”), a Delaware limited partnership, is the principal investment manager to a number of investment funds and discretionary accounts
(collectively, the “Accounts”).
		(ii)	Och-Ziff Holding Corporation (“OZHC”), a Delaware corporation, serves as the general partner of OZ. The shares of Common Stock reported in this Schedule 13G
are held in the Accounts managed by OZ.
		(iii)	Och-Ziff Capital Management Group LLC (“OZM”), a Delaware limited liability company, is a holding company that is the sole shareholder of
OZHC.
		(iv)	Daniel S. Och is the Chief Executive Officer of OZHC and the Chief Executive Officer, an Executive Managing Director and Chairman of OZM.
		(v)	OZ Master Fund, Ltd. (“OZMD”) is a Cayman Islands company.
			The citizenship of each of OZ, OZHC, OZM and OZMD is set forth above. Daniel S. Och is a United States citizen.
			The address of the principal business office of each of the Reporting Persons is 9 West 57 th Street, 39 th Floor, New York, NY 10019. The address of the principal business office of OZMD is c/o State Street (Cayman) Trust,
Limited, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands KY1-1103.
ITEM 2	(d).	TITLE OF CLASS OF SECURITIES:
		CLASS A COMMON STOCK, $0.000025 par value per share
ITEM 2	(e).	CUSIP NUMBER:
		67059N108
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) or 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F);
	(g)	¨	Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
	(h)	¨	Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
	IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. x

Schedule 13 G
CUSIP No. 67059N108

| ITEM 4. |
| --- |
| OZ and OZ Management II LP (“OZII”) each serves as the principal investment manager to the Accounts, including OZMD. OZII is
a wholly-owned subsidiary of OZ and, as such, OZ may be deemed to be the beneficial owner of Class A common stock par value $0.000025 par value per share (“shares”) held in the Accounts managed by OZII. OZ is the sole member of
Och-Ziff Holding II LLC (“OZHII”), the general partner of OZII. As a result, OZ has voting and dispositive authority over the shares reported in this Schedule 13G. OZHC serves as the sole general partner of OZ. As such, OZHC may be deemed
to control OZ and, therefore, may be deemed to be the beneficial owner of the shares reported in this Schedule 13G. OZM is the sole shareholder of OZHC, and, for purposes of this Schedule 13G, may be deemed to be the beneficial owner of the shares
reported in this Schedule 13G. Mr. Daniel S. Och is the Chief Executive Officer and an Executive Managing Director of OZM. As such, for purposes of this Schedule 13G, he may be deemed to control such entity and, therefore, be deemed to be the
beneficial owner of the shares reported in this Schedule 13G. |
| The percentages used in this
Item 4 are calculated based on 17,100,500 shares of Class A common stock par value $0.000025 as reported in the Issuer’s Form 424B4 on September 30, 2016. Beneficial ownership information is presented as of October 6,
2016. |

A. OZ

(a) Amount beneficially owned:

1,000,000

(b) Percent of class:

5.85%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

0

(ii) shared power to vote or to direct the vote

1,000,000

(iii) sole power to dispose or to direct the disposition of

0

(iv) shared power to dispose or to direct the disposition of

1,000,000

B. OZHC

(a) Amount beneficially owned:

1,000,000

(b) Percent of class:

5.85%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

0

(ii) shared power to vote or to direct the vote

1,000,000

(iii) sole power to dispose or to direct the disposition of

0

(iv) shared power to dispose or to direct the disposition of

1,000,000

Schedule 13 G
CUSIP No. 67059N108

C. OZM

(a) Amount beneficially owned:

1,000,000

(b) Percent of class:

5.85%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

0

(ii) shared power to vote or to direct the vote

1,000,000

(iii) sole power to dispose or to direct the disposition of

0

(iv) shared power to dispose or to direct the disposition of

1,000,000

D. Daniel S. Och

(a) Amount beneficially owned:

1,000,000

(b) Percent of class:

5.85%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

0

(ii) shared power to vote or to direct the vote

1,000,000

(iii) sole power to dispose or to direct the disposition of

0

(iv) shared power to dispose or to direct the disposition of

1,000,000

E. OZMD

(a) Amount beneficially owned:

897,160

(b) Percent of class:

5.25%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

0

(ii) shared power to vote or to direct the vote

897,160

(iii) sole power to dispose or to direct the disposition of

0

(iv) shared power to dispose or to direct the disposition of

897,160

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following ¨ .
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	See Item 4.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.

Schedule 13 G
CUSIP No. 67059N108

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.
ITEM 10.	CERTIFICATIONS. (if filing pursuant to Rule 13d-1(c))
	Each of the Reporting Persons hereby make the following certification:
	By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.

Schedule 13 G
CUSIP No. 67059N108

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: October 10, 2016

OZ MANAGEMENT LP
By: Och-Ziff Holding Corporation, its general partner
By:	/s/ Daniel S. Och
Daniel S. Och
Chief Executive Officer
OCH-ZIFF HOLDING CORPORATION
By:	/s/ Daniel S. Och
Daniel S. Och
Chief Executive Officer
OCH-ZIFF CAPITAL MANAGEMENT GROUP
LLC
By:	/s/ Daniel S. Och
Daniel S. Och
Chief Executive Officer
DANIEL S. OCH
By:	/s/ Daniel S. Och
Daniel S. Och
OZ MASTER FUND LTD
By:	/s/ Daniel S. Och
Daniel S. Och