144: Filer Information
| Filer CIK | 0001483009 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
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Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
View:
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | Nutanix, Inc. |
| SEC File Number | 001-37883 |
| Address of Issuer | 1740 Technology Drive, Suite 150 San Jose CALIFORNIA 95110 |
| Phone | 408-216-8360 |
| Name of Person for Whose Account the Securities are To Be Sold | Rajiv Ramaswami |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Officer |
| Relationship to Issuer | Director |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Class A Common Stock | E*Trade Securities LLC 4005 Windward Plaza Dr. Alpharetta GA 30005 | 56834 | 1681690 | 235759366 | 06/16/2023 | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | 06/15/2023 | Vest of Restricted Stock Units - See Remarks | Issuer |  | 107945 | 06/15/2023 | Equity Compensation |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |  |
144: Remarks and Signature
| Remarks | The sale of shares is for the sole purpose of covering the tax liability arising from the vesting of the Reporting Person's restricted stock units. The aggregate market value estimate is based on the closing price of the Issuer's common stock on June 14, 2023 at $29.59 per share. The number of shares of Class A common stock outstanding is as of May 31, 2023. |
| Date of Notice | 06/16/2023 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Carmen Elliott, by Power of Attorney |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer of Nutanix, Inc. (the “Company”), hereby constitutes and appoints each of Rukmini Sivaraman, Tyler Wall, Prairie Padilla, Carmen Elliott, Raymond Hum, and Andreea Richard, individually, as the undersigned’s true and lawful attorney-in-fact to:
1.
complete and execute Forms 144 and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, or any successor laws and regulations, as a consequence of the undersigned’s disposition of securities of the Company;
2.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in order to complete and execute any such forms and timely file any such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate; and
3.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation.
The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Rule 144 promulgated under the Securities Act of 1933, as amended, or any successor laws and regulations.
The undersigned agrees that each such attorney-in-fact may rely on information furnished by the undersigned in connection with carrying out any of the rights or powers herein granted.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of June, 2023.
Signature: /s/ Rajiv Ramaswami
Print Name: Rajiv Ramaswami