Item 1.01 Entry into a Material Definitive Agreement.

Issuance and Sale of 2.50% Convertible Senior Notes due 2026

As previously disclosed, on August 26, 2020, Nutanix, Inc. (the "Company") entered into an investment agreement (the "Investment Agreement") with BCPE Nucleon (DE) SPV, LP ("Bain") relating to the issuance and sale to Bain of $750,000,000 in an initial aggregate principal amount of the Company's 2.50% Convertible Senior Notes due 2026 (the "Notes"). The Notes were issued on September 24, 2020.

In connection with the issuance of the Notes, on September 24, 2020, the Company entered into an indenture (the "Indenture") between the Company and U.S. Bank National Association, as trustee. The Notes will bear interest at a rate of 2.50% per annum, with such interest to be paid in kind on the Notes initially issued to and held by Bain (the "Sponsor Notes") through an increase in the principal amount of the Notes and in cash on the Notes transferred to entities not affiliated with Bain (the "Non-Sponsor Notes"). Interest on the Notes will accrue from the date of issuance and be added to the principal amount on a semi-annual basis thereafter, in the case of the Notes held by Bain, or paid in cash, in the case of Notes hld by entities not affiliated with Bain, as applicable. The Notes will mature on September 15, 2026, subject to earlier conversion, redemption or repurchase.

The Notes are convertible at the option of the holder at any time until the close of business on the scheduled trading day immediately preceding the maturity date, subject to all applicable conversion restrictions. The Notes will be convertible into shares of the Company's Class A Common Stock ("Class A Common Stock") based on an initial conversion rate of 36.0360 shares of Class A Common Stock per $1,000 principal amount of the Notes (which is equal to an initial conversion price of $27.75 per share), in each case subject to customary anti-dilution and other adjustments, including in connection with any make-whole adjustment (as described in the Indenture) as a result of certain extraordinary transactions; provided, if a holder of Sponsor Notes elects to convert such Notes upon the Company's delivery of a notice of redemption, the holder of the Sponsor Notes will have the right to elect whether such conversion is settled in cash, share of Class A Common Stock or a combination thereof. In addition, at the one-year anniversary of the date of the Notes, depending on the achievement of financial milestones, the conversion rate may be subject to an additional, one-time adjustment, to a conversion rate between 36.0360 shares of Class A Common Stock per $1,000 principal amount of the Notes (which is equal to a conversion price of $27.75 per share) and 39.6040 share of Class A Common Stock per $1,000 principal amount of the Notes (which is equal to a conversion price of $25.25 per share).

On or after September 15, 2025, the Notes will be redeemable by the Company, at the Company's option, for cash at a price equal to 100% of the pricinipal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding the applicable redemption date, in the event that the closing sale price per share of the Company's Class A Common Stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the Company provides the redemption notice in accordance with the Indenture, during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice at a redemption price of 100% of the principal amount of such Notes, plus any accrued and unpaid interest to, but excluding, the redemption date.

With certain exceptions, upon a Fundamental Change (as defined in the Indenture), which includes, among other things, change of control of the Company or the failure of the Company's Class A Common Stock to be listed on certain stock exchange, the holders of the Notes may require that the Company repurchase all or part of their Notes in principal amount of $1,000 or an integral multiple thereof at purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change repurchase date.



The following events are considered "events of default" with respect to the
Notes:

  (a)   default in any payment of interest on any Note when due and payable, and
        the default continues for a period of 30 days;



  (b)   default in the payment of principal of any Note when due and payable at
        the relevant stated maturity, upon optional redemption, upon any required
        repurchase, upon declaration of acceleration or otherwise;



  (c)   failure by the Company to comply with its obligation to convert the Notes
        (other than the Sposor Notes) in accordance with the Indenture upon
        exercise of a holder's conversion right;



  (d)   failure by the Company to comply with its obligation to convert the Notes
        (other than the Sponsor Notes) in accordance with the Indenture upon
        exercise of a holder's conversion right, and such failure continues for
        three business days;

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  (e)   failure by the Company to give a notice of Fundamental Change in
        accordance with the Indenture when due;



  (f)   failure by the Company to comply with its obligations under the Indenture
        with respect to consolidation, merger, sale, conveyance and lease of
        assets of the Company;



  (g)  failure by the Company for 60 days after written notice from the Trustee or
       the holders of at least 25% in aggregate principal amount of the Notes then
       outstanding has been received by the Company to comply with any of its
       other agreements contained in the Notes or the Indenture;



  (h)  default by the Company or any of its significant subsidiaries (as defined
       in the Indenture) with respect to any mortgage, agreement or other
       instrument under which there may be outstanding, or by which there may be
       secured or evidenced, any indebtedness for money borrowed in excess of
       $40,000,000 (or its foreign currency equivalent) in the aggregate of the
       Company and/or any such significant subsidiary, whether such indebtedness
       now exists or shall hereafter be created (i) resulting in such indebtedness
       becoming or being declared due and payable or (ii) constituting a failure
       to pay the principal of any such indebtedness when due and payable (after
       the expiration of all applicable grace periods) at its stated maturity,
       upon required repurchase, upon declaration of acceleration or otherwise,
       and, in the case of clauses (i) and (ii), such acceleration shall not have
       been rescinded or annulled or such failure to pay or default shall not have
       been cured or waived, or such indebtedness is not paid or discharged, as
       the case may be, within 30 days after written notice to the Company from
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sale of Securities

As previously disclosed, on August 26, 2020, the Company entered into the Investment Agreement, pursuant to which the Company issued and sold $750,000,000 in aggregate principal amount of the Notes to Bain in a private placement pursuant to the exemption from the registration requirements of the Securities Act. The Notes were issued on September 24, 2020 in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company will rely on this exemption from registration based in part on representations made by Bain in the Investment Agreement.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. --------------------------------------------------------------------------------

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

As previously disclosed, the Company's board of directors (the "Board") appointed Max de Groen to the Board to serve as a Class II director with a term expiring at the Company's 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The appointment of Max de Groen became effective on September 24, 2020 upon the issuance of the Notes.

As previously disclosed, the Board appointed David Humphrey to the Board to serve as a Class III director with a term expiring at the Company's 2022 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The appointment of David Humphrey became effective on September 24, 2020 upon the issuance of the Notes.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

  Exhibit
  Number   Description

    4.1      Indenture, dated as of September 24, 2020, by and between Nutanix,
           Inc. and U.S. Bank National Association, as Trustee.

    4.2      Form of 2.50% Convertible Senior Notes due 2026 (included in Exhibit
           4.1).

    10.1     Amendment to Investment Agreement, dated as of September 24, 2020,
           by and between Nutanix, Inc. and BCPE Nucleon (DE) SPV, LP.

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