Nutanix : Statement of Changes in Beneficial Ownership

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

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

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)

Pandey Dheeraj

Nutanix, Inc. [ NTNX ]

__X__ Director

__X__ 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

10/5/2020

CEO and Chairman

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) or

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

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

52208

D

Class A Common Stock

10/5/2020

J(1)(2)

682285

A

$0

682285

I(3)

See

Footnote

Class A Common Stock

10/5/2020

S

98220

D

$22.11 (4)

584065

I(3)

See

Footnote

Class A Common Stock

10/6/2020

S

281837

D

$22.02 (5)

302228

I(3)

See

Footnote

Class A Common Stock

10/7/2020

S

302228

D

$21.56 (6)

0

I(3)

See

Footnote

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

1. Title of

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Derivate Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

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)

Class B

(7)

(1)(2)

(1)

(1)

Class A

See

10/5/2020

J

682285

Common

682285.0

$0

4579818

I

Common Stock

footnote (3)

Stock

Class B

(7)

(1)

(1)

Class A

See

Common

2932000.0

2932000

I

Common Stock

footnote (8)

Stock

Class B

(7)

(1)

(1)

Class A

See

Common

68000.0

68000

I

Common Stock

footnote (9)

Stock

Class B

(7)

(1)

(1)

Class A

See

Common

381218.0

381218

I

Common Stock

footnote (10)

Stock

Class B

(7)

(1)

(1)

Class A

See

Common

381218.0

381218

I

Common Stock

footnote (10)

Stock

Class B

(7)

(1)

(1)

Class A

See

Common

381218.0

381218

I

Common Stock

footnote (10)

Stock

Explanation of Responses:

1. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033.
2. The reporting person has elected to convert the securities from Class B common stock into Class A common stock.

1. The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $22.00 to $22.40. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $21.50 to $22.50. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $21.35 to $21.865. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.
5. Each share of common stock was reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock in an exempt transaction pursuant to Rule 16b-7.
6. The shares are held of record by The Pandey 2017 Irrevocable Descendants' Trust for which the Reporting Person and his spouse serve as trustees.
7. The shares are held of record by The Pandey 2012 Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustees.
8. The shares are held of record by the Pandey 2016 Annuity trust, for which the Reporting Person serves as trustee, for the benefit of the Reporting Person's minor child.

Reporting Owners

Reporting Owner Name / Address				Relationships
Director	10% Owner	Officer	Other
Pandey Dheeraj
C/O NUTANIX, INC.	X		X		CEO and Chairman
1740 TECHNOLOGY DRIVE, SUITE 150
SAN JOSE, CA 95110
Signatures
/s/ Olive Huang, by power of attorney		10/7/2020
**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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.