FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or

Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Sangster David

Nutanix, Inc. [ NTNX ]

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Officer (give title below) _____ Other (specify below)

C/O NUTANIX, INC., 1740

9/15/2020

Chief Operating Officer

TECHNOLOGY DRIVE, SUITE 150

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

SAN JOSE, CA 95110

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Class A Common Stock

9/15/2020

M

5312

A

$0

69591

D

Class A Common Stock

9/15/2020

M

6250

A

$0

75841

D

Class A Common Stock

9/15/2020

M

15625

A

$0

91466

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Amount or

Date

Expiration

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Title

Number of

Transaction(s)

(I) (Instr.

Shares

(Instr. 4)

4)

Restricted Stock

(1)

(2)

(2)

Class A

9/15/2020

M

5312

Common

5312.0

$0

26563

D

Units

Stock

Restricted Stock

(1)

(3)

(3)

Class A

9/15/2020

M

6250

Common

6250.0

$0

56250

D

Units

Stock

Restricted Stock

(1)

(4)

(4)

Class A

9/15/2020

M

15625

Common

15625.0

$0

187500

D

Units

Stock

Explanation of Responses:

  1. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock.
  2. The RSUs vest in 16 equal quarterly installments beginning on March 15, 2018, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.
  3. The RSUs vest in 16 equal quarterly installments beginning on March 15, 2019, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.
  4. The RSUs vest in equal quarterly installments beginning on December 15, 2019, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Sangster David

C/O NUTANIX, INC.

Chief Operating Officer

1740 TECHNOLOGY DRIVE, SUITE 150

SAN JOSE, CA 95110

Signatures

/s/ Olive Huang, by power of attorney

9/16/2020

**Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 4(b)(v).
  • Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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Nutanix Inc. published this content on 16 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2020 22:39:03 UTC