SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RAMASWAMI RAJIV (Last) (First) (Middle) C/O NUTANIX, INC. 1740 TECHNOLOGY DR., SUITE 150 (Street) SAN JOSE CA 95110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/07/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	(1)	01/07/2024		A		238,398		(2)	(2)	Class A Common Stock	238,398	$0	238,398	D
Performance-Based Restricted Stock Units	(1)	01/07/2024		A		327,083		(3)	(3)	Class A Common Stock	327,083	$0	327,083	D

Explanation of Responses:

1. Each Performance-Based Restricted Stock Unit, or PRSU, represents a contingent right to receive one share of Issuer's Class A common stock.

2. Reflects shares that the Reporting Person would receive upon settlement of the PRSUs at the target level of performance, provided that the actual number of PRSUs that would become eligible to vest range from 0% to 200% of the target number of PRSUs based on actual achievement. PRSUs would become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on the grant date and ending on July 31, 2027: (i) 100% for a stock price hurdle of $70, (ii) 150% for a stock price hurdle of $80, and (iii) 200% for a stock price hurdle of $90. A stock price hurdle would be achieved only if the average closing price of the Issuer's Class A common stock is equal to or greater than the hurdle for 90 consecutive calendar days. If PRSUs become eligible to vest, the eligible PRSUs would vest on September 15, 2027, subject to the Reporting Person's continued employment as Chief Executive Officer through the vesting date.

3. Reflects shares that the Reporting Person would receive upon settlement of the PRSUs at the target level of performance, provided that the actual number of PRSUs that would become eligible to vest range from 0% to 200% of the target number of PRSUs based on actual achievement. PRSUs would become eligible to vest upon achievement of certain annual recurring revenue hurdles as of July 31, 2027 and/or certain free cash flow hurdles for the last four completed fiscal quarters ending on July 31, 2027. If PRSUs become eligible to vest, the eligible PRSUs would vest on September 15, 2027, subject to the Reporting Person's continued employment as Chief Executive Officer through the vesting date.

	/s/ Raymond Hum, Attorney in Fact	01/09/2024
	** 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).
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