Nutanix : Automatic shelf registration statement of securities of well-known seasoned issuers

As filed with the Securities and Exchange Commission on September 24, 2020

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NUTANIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	27-0989767
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

1740 Technology Drive, Suite 150

San Jose, California 95110

[phone]

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Dheeraj Pandey

Chief Executive Officer and Chairman

Nutanix, Inc.

1740 Technology Drive, Suite 150

San Jose, California 95110

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
Tyler Wall, Esq.	Jeffrey D. Saper, Esq.
Mark B. Baudler, Esq.
Olive Huang, Esq.
Bradley L. Finkelstein, Esq.
Nutanix, Inc.	Wilson Sonsini Goodrich & Rosati
1740 Technology Drive, Suite 150	Professional Corporation
San Jose, California 95110	650 Page Mill Road
[phone]	Palo Alto, California 94304
	[phone]

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If the Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

			Proposed		Proposed
Title of Securities	Amount to be		Maximum		Maximum		Amount of
	Offering		Aggregate
to be Registered	Registered (1)		Price per Share (2)		Offering Price (2)		Registration Fee
Class A Common Stock, $0.000025 par value per share	40,229,465	$	21.40	$	860,910,551.00	$	111,746.19

1. Represents the maximum number of shares of Class A common stock, par value $0. 000025 per share ("Class A common stock") issuable upon conversion of the 2.50% Convertible Senior Notes due 2026 (the "Notes"), which consist of (i) $750,000,000 in aggregate principal amount currently owned by the selling securityholder named herein plus (ii) the additional principal amount at maturity of the Notes that would be outstanding if all interest payments over the term of the Notes were paid in kind, at a conversion rate corresponding to the maximum conversion rate of 46.2107 shares of our Class A common stock per $1,000 principal amount of the Notes. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is also registering such indeterminate number of shares of Class A common stock as may be issued from time to time upon conversion of the Notes as a result of the anti-dilution provisions and other adjustment clauses thereof.
2. Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee on the basis of the average of the high and low sale prices of the Class A common stock of Nutanix, Inc. as reported on The Nasdaq Global Select Market on September 21, 2020.

40,229,465 Shares

Nutanix, Inc.

Class A Common Stock

This prospectus relates to the potential sale or disposition from time to time by BCPE Nucleon (DE) SPV, LP, an entity affiliated with Bain Capital, LP ("Bain"), of some or all of the shares of our Class A common stock, par value $0.000025 ("Class A common stock") issuable upon conversion of our 2.50% Convertible Senior Notes due 2026 (the "Notes"), if any, in any manner described under "Plan of Distribution" in this prospectus. For purposes of this prospectus, Bain includes its permitted transferees, pledgees, assignees, distributees, donees or successors or others who later hold any of Bain's interests. The Notes were acquired from us in a private placement that closed on September 24, 2020 and is more fully described in the section entitled "Prospectus Summary - Our Business-Bain Transaction." We will receive no proceeds from any sale by Bain of the shares of Class A common stock offered by this prospectus and any prospectus supplement, but in some cases we have agreed to pay certain registration expenses. Please read this prospectus and any applicable prospectus supplement carefully before you invest.

Our Class A common stock is listed on The Nasdaq Global Select Market ("Nasdaq Stock Market") under the symbol "NTNX." On September 21, 2020, the closing sale price for our Class A common stock on the Nasdaq Stock Market was $21.64 per share.

Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed with the Securities and Exchange Commission, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the Securities and Exchange Commission.

See the section of this prospectus captioned "Risk Factors" beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities

or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 24, 2020.

	TABLE OF CONTENTS
Page
About This Prospectus	1
Forward-Looking Statements	2
Prospectus Summary	3
Our Business	3
The Offering	4
Risk Factors	4
Use of Proceeds	4
Description of Capital Stock	4
Selling Securityholders	5
Plan of Distribution	7
Legal Matters	9
Experts	10
Where You Can Find More Information	11
Incorporation by Reference	11