Delaware
(State or other jurisdiction of
Incorporation or organization)
|
27-0989767
(I.R.S. Employer
Identification No.)
|
Jeffrey D. Saper, Esq.
Mark B. Baudler, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
|
Tyler Wall, Esq.
Olive Huang, Esq.
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, California 95110
(408) 216-8360
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
Emerging growth company
|
o
|
Title of Securities
to be Registered
|
Amount to be
Registered (1)
|
Proposed
Maximum
Offering
Price per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
| |||||||||
Class A Common Stock, par value $0.000025 par value per share - Amended & Restated 2016 Employee Stock Purchase Plan
|
9,200,000
|
(2)
|
$
|
19.01
|
(3)
|
$
|
174,892,000
|
$
|
22,700.99
|
(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the 'Securities Act'), this Registration Statement shall also cover any additional shares of the Registrant's Class A common stock, $0.000025 par value per share ('Class A common stock'), that become issuable under the Registrant's Amended & Restated 2016 Employee Stock Purchase Plan (the 'A&R ESPP'), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Class A common stock.
|
(2)
|
Represents additional shares of Class A common stock available for issuance and sale under the A&R ESPP pursuant to an amendment and restatement to the Registrant's 2016 Employee Stock Purchase Plan that was approved by the Registrant's stockholders on December 13, 2019.
|
(3)
|
Estimated in accordance with Rules 457(c) and (h) solely for purposes of calculating the registration fee on the basis of 85% of the average of the high and low prices of Registrant's Class A common stock as reported on the Nasdaq Global Select Market on March 4, 2020. Pursuant to the A&R ESPP, for each offering period, the purchase price of the shares of common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the exercise date.
|
Exhibit
|
Incorporated by Reference
| ||||
Number
|
Description
|
Form
|
SEC File No.
|
Exhibit
|
Filing Date
|
4.1 |
Specimen Class A Common Stock Certificate |
S-1/A
|
333-208711
|
4.2
|
4/4/2016
|
4.2 |
Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder |
10-Q
|
001-37883
|
10.1
|
3/5/2020
|
5.1*
|
*
|
*
|
*
|
*
| |
*
|
*
|
*
|
*
| ||
*
|
*
|
*
|
*
| ||
24.1*
|
Power of Attorney (included on the signature page hereto)
|
*
|
*
|
*
|
*
|
NUTANIX, INC.
By: /s/ Dheeraj Pandey
Dheeraj Pandey
Chief Executive Officer and Chairman
|
Signature
|
Title
|
Date
| ||
/s/ Dheeraj Pandey
|
Chief Executive Officer and Chairman
(Principal Executive Officer)
|
March 5, 2020
| ||
Dheeraj Pandey
| ||||
/s/ Duston M. Williams
|
Chief Financial Officer
(Principal Financial Officer)
|
March 5, 2020
| ||
Duston M. Williams
| ||||
/s/ Aaron Boynton
|
Chief Accounting Officer
(Principal Accounting Officer)
|
March 5, 2020
| ||
Aaron Boynton
| ||||
/s/ Susan L. Bostrom
|
Director
|
March 5, 2020
| ||
Susan L. Bostrom
| ||||
/s/ Craig Conway
|
Director
|
March 5, 2020
| ||
Craig Conway
| ||||
/s/ Steven J. Gomo
|
Director
|
March 5, 2020
| ||
Steven J. Gomo
| ||||
/s/ Ravi Mhatre
|
Director
|
March 5, 2020
| ||
Ravi Mhatre
| ||||
/s/ Jeffrey T. Parks
|
Director
|
March 5, 2020
| ||
Jeffrey T. Parks
| ||||
/s/ Michael P. Scarpelli
|
Director
|
March 5, 2020
| ||
Michael P. Scarpelli
| ||||
/s/ Brian Stevens
|
Director
|
March 5, 2020
| ||
Brian Stevens
|
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Nutanix Inc. published this content on 06 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2020 11:07:26 UTC