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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. ) *
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Nutanix, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.000025 per share
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(Title of Class of Securities)
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67059N108
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(CUSIP Number)
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December 31, 2016
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(Date of Event which Requires Filing of Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
q Rule 13d-1(b)
q Rule 13d-1(c)
ý Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 67059N108
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Page 1 of 7
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1
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NAMES OF REPORTING PERSONS:
Ajeet Singh
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) q
(b) ☒
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
India
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,019,801*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,019,801*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 5,019,801*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) q |
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 15.5%†
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Consists of (i) 4,519,801 shares of Class B common stock, $0.000025 par value per share (“Class B Shares”), beneficially held by the SINGH/SAHARAN REVOCABLE TRUST (the “Revocable Trust”), and (ii) 500,000 Class B Shares beneficially held by the SINGH/SAHARAN 2014 IRREVOCABLE DESCENDANTS’ TRUST (the “Irrevocable Trust”). Ajeet Singh is a co-trustee of both these trusts and, as such, may be deemed to have beneficial ownership of 5,019,801 Class B Shares. Each Class B Share is convertible at any time at the option of the holder into one share of Class A common stock, par value $0.000025 per share (a “Class A Share”) (and under certain other circumstances described in the Issuer's prospectus filed under Rule 424(b) (File No. 333-208711) on September 30, 2016). As such, Ajeet Singh (as co-trustee of both trusts) may be deemed to have beneficial ownership of 5,019,801 Class A Shares.
† See Item 4 for more information on calculating this percentage.
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CUSIP No. 67059N108
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS:
Renu Saharan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) q
(b) ☒
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
India
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,019,801*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,019,801*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 5,019,801*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) q |
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 15.5%†
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Consists of (i) 4,519,801 Class B Shares beneficially held by the Revocable Trust, and (ii) 500,000 Class B Shares beneficially held by the Irrevocable Trust. Renu Saharan is a co-trustee of both these trusts and, as such, may be deemed to have beneficial ownership of 5,019,801 Class B Shares. Each Class B Share is convertible at any time at the option of the holder into one Class A Share (and under certain other circumstances described in the Issuer's prospectus filed under Rule 424(b) (File No. 333-208711) on September 30, 2016). As such, Renu Saharan (as co-trustee of both trusts) may be deemed to have beneficial ownership of 5,019,801 Class A Shares.
† See Item 4 for more information on calculating this percentage.
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CUSIP No. 67059N108
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS:
SINGH/SAHARAN REVOCABLE TRUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) q
(b) ☒
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3
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SEC Use Only
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,519,801*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,519,801*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,519,801*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) q |
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 14.1%†
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* Consists of 4,519,801 Class B Shares. Each Class B Share is convertible at any time at the option of the holder into one Class A Share (and under certain other circumstances described in the Issuer's prospectus filed under Rule 424(b) (File No. 333-208711) on September 30, 2016). As such, the Revocable Trust may be deemed to have beneficial ownership of 4,519,801 Class A Shares.
† See Item 4 for more information on calculating this percentage.
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CUSIP No. 67059N108
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Page 4 of 7
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Item 1.
(a) Name of Issuer:
Nutanix, Inc., a Delaware corporation (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
1740 Technology Drive, Suite 150, San Jose CA 95110
Item 2.
(a) Name of Persons Filing:
This Statement on Schedule 13G (the "Statement") is jointly filed by the following (each a "Reporting Person") with respect to Class A Shares of the Issuer:
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Ajeet Singh,
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Renu Saharan, and
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the Revocable Trust.
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The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Statement as Exhibit 99.1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
(b) Address of Principal Business Office or, if none, Residence:
c/o Nutanix, Inc.
1740 Technology Drive, Suite 150, San Jose CA 95110
1740 Technology Drive, Suite 150, San Jose CA 95110
(c) Citizenship:
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Ajeet Singh is an Indian citizen,
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Renu Saharan is an Indian citizen, and
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the Revocable Trust is administered by the co-trustees under the laws of California.
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(d) Title of Class of Securities:
Class A Common Stock, par value $0.000025
(e) CUSIP Number:
67059N108
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
N/A because this statement is filed pursuant to §240.13d-1(d).
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CUSIP No. 67059N108
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Page 5 of 7
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Because each Class B Share is convertible at any time at the option of the holder into one Class A Share (and under certain other circumstances described in the Issuer's prospectus filed under Rule 424(b) (File No. 333-208711) on September 30, 2016), the amount of Class A Shares beneficially owned as of December 31, 2016 by the following Reporting Persons is:
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Ajeet Singh
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5,019,801
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Renu Saharan
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5,019,801
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Revocable Trust
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4,519,801
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(b) The percent of class beneficially owned as of December 31, 2016 by the following Reporting Persons is:
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Ajeet Singh
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15.5%
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Renu Saharan
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15.5%
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Revocable Trust
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14.1%
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Percentages based on 27,447,876 Class A Shares outstanding as of December 31, 2016 and assumes the conversion of Class B Shares into Class A Shares such that (i) for Ajeet Singh and Renu Saharan, 32,467,677 Class A Shares are deemed outstanding as of December 31, 2016, and (ii) for the Revocable Trust, 31,967,677 Class A shares are deemed outstanding as of December 31, 2016.
(c) Number of Class A Shares as to which the Reporting Persons have:
(i) Sole power to vote or to direct the vote:
None.
(ii) Shared power to vote or to direct the vote:
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Ajeet Singh
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5,019,801
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Renu Saharan
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5,019,801
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Revocable Trust
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4,519,801
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(iii) Sole power to dispose or to direct the disposition of:
None.
(iv) Shared power to dispose or to direct the disposition of:
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Ajeet Singh
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5,019,801
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Renu Saharan
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5,019,801
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Revocable Trust
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4,519,801
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CUSIP No. 67059N108
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Page 6 of 7
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Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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Exhibit Index
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Exhibit
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Description
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99.1
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Joint Filing Agreement
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CUSIP No. 67059N108
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Page 7 of 7
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 19, 2017
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Ajeet Singh
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/s/ Ajeet Singh
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Renu Saharan
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| /s/ Renu Saharan | ||
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| SINGH/SAHARAN REVOCABLE TRUST | ||
| By: /s/ Ajeet Singh | ||
| Name: Ajeet Singh | ||
| Title: Trustee |
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CUSIP No. 67059N108
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Joint Filing Agreement Pursuant to Rule 13d-1(k)
This "Joint Filing Agreement" is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by and among the parties listed below, each a "Joint Filer."
The Joint Filers agree that this Statement on Schedule 13G, to which this Joint Filing Agreement is an exhibit (the "Statement"), may be filed on each of their behalf and that the Statement may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k) of the Exchange Act.
IN WITNESS WHEREOF, each of the Joint Filers hereby execute this Joint Filing Agreement as of May 19, 2017.
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Ajeet Singh
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/s/ Ajeet Singh
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Renu Saharan
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| /s/ Renu Saharan | ||
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| SINGH/SAHARAN REVOCABLE TRUST | ||
| By: /s/ Ajeet Singh | ||
| Name: Ajeet Singh | ||
| Title: Trustee |