UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

NUTANIX, INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.000025 PER SHARE

(Title of Class of Securities)

67059N108

(CUSIP Number)

DECEMBER 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 in 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).

 



 

CUSIP No. 67059N108

 

Page 2 of 9

 

 

1.

Name of Reporting Persons
Blumberg Capital II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,377,057 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,377,057 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,377,057 (2)

 

 

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

11.

Percent of Class Represented by Amount in Row (11)
2.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)  This Schedule 13G is filed by Blumberg Capital II, L.P. (“BC II”), Blumberg Capital Management II, L.L.C. (“BCM II”) and David J. Blumberg (“Blumberg” and, together with BC II and BCM II, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  The shares are held by BC II.  BCM II is the sole general partner of BC II and owns no shares of the issuer directly.  Blumberg is the managing director of BCM II and owns no shares of the issuer directly   BCM II and Blumberg have voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

 

(3)  The beneficial ownership percentage is based on a total of 110,438,830 shares of Class A Common Stock outstanding as of November 30, 2017, as reported to the Reporting Persons by the issuer.  Based on the total of 160,425,227 shares of Common Stock (including 49,986,397 shares of Class B Common Stock) outstanding as of November 30, 2017, the Reporting Persons beneficially own 1.5% of the issuer’s outstanding Common Stock as of December 31, 2017.

 



 

CUSIP No.  67059N108

 

Page 3 of 9

 

 

1.

Name of Reporting Persons
Blumberg Capital Management II, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,377,057 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,377,057 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,377,057 (2)

 

 

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

11.

Percent of Class Represented by Amount in Row (11)
2.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  This Schedule 13G is filed by Blumberg Capital II, L.P. (“BC II”), Blumberg Capital Management II, L.L.C. (“BCM II”) and David J. Blumberg (“Blumberg” and, together with BC II and BCM II, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  The shares are held by BC II.  BCM II is the sole general partner of BC II and owns no shares of the issuer directly.  Blumberg is the managing director of BCM II and owns no shares of the issuer directly   BCM II and Blumberg have voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

 

(3)  The beneficial ownership percentage is based on a total of 110,438,830 shares of Class A Common Stock outstanding as of November 30, 2017, as reported to the Reporting Persons by the issuer.  Based on the total of 160,425,227 shares of Common Stock (including 49,986,397 shares of Class B Common Stock) outstanding as of November 30, 2017, the Reporting Persons beneficially own 1.5% of the issuer’s outstanding Common Stock as of December 31, 2017.

 



 

CUSIP No. 67059N108

 

Page 4 of 9

 

 

1.

Name of Reporting Persons
David J. Blumberg

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,377,057 (2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,377,057 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,377,057 (2)

 

 

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

11.

Percent of Class Represented by Amount in Row (11)
2.2% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  This Schedule 13G is filed by Blumberg Capital II, L.P. (“BC II”), Blumberg Capital Management II, L.L.C. (“BCM II”) and David J. Blumberg (“Blumberg” and, together with BC II and BCM II, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  The shares are held by BC II.  BCM II is the sole general partner of BC II and owns no shares of the issuer directly.  Blumberg is the managing director of BCM II and owns no shares of the issuer directly   BCM II and Blumberg have voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

 

(3)  The beneficial ownership percentage is based on a total of 110,438,830 shares of Class A Common Stock outstanding as of November 30, 2017, as reported to the Reporting Persons by the issuer.  Based on the total of 160,425,227 shares of Common Stock (including 49,986,397 shares of Class B Common Stock) outstanding as of November 30, 2017, the Reporting Persons beneficially own 1.5% of the issuer’s outstanding Common Stock as of December 31, 2017.

 

Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of Nutanix, Inc. (the“Issuer”).

 



 

CUSIP No. 67059N108

 

Page 5 of 9

 

Item 1(a)

 

Name of Issuer
Nutanix, Inc.

Item 1(b)

 

Address of Issuer’s Principal Executive Offices
1740 Technology Drive, Suite 150
San Jose, CA  95110

 

Item 2(a)

 

Name of Person Filing
Blumberg Capital II, L.P. (“BC II”)
Blumberg Capital Management II, L.L.C. (“BCM II”)
David J. Blumberg (“Blumberg”)

Item 2(b)

 

Address of Principal Business Office or, if none, Residence
501 Folsom Street, Suite 400
San Francisco, CA  94105

Item 2(c)

 

Citizenship
BC II
                 -                                          Delaware

BCM II     -                                            Delaware

Blumberg                                           United States of America

Item 2(d)

 

Title of Class of Securities
Class A Common Stock

Item 2(e)

 

CUSIP Number
67059N108

 

Item 3

Not applicable.

 



 

CUSIP No. 67059N108

 

Page 6 of 9

 

Item 4

Ownership

 

Reporting Persons

 

Class A
Common
Stock Held
Directly (1)

 

Shared
Voting
Power(1)

 

Shared
Dispositive
Power(1)

 

Beneficial
Ownership
(1)

 

Percentage
of Class
(3)(4)

 

BC II

 

2,377,057

 

2,377,057

 

2,377,057

 

2,377,057

 

2.2

%

BCM II (2)

 

0

 

2,377,057

 

2,377,057

 

2,377,057

 

2.2

%

Blumberg (2)

 

0

 

2,377,057

 

2,377,057

 

2,377,057

 

2.2

%

 


(1) Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2017.

 

(2) BCM II is the sole general partner of BC II and owns no shares of the issuer directly.  Blumberg is the managing director of BCM II and owns no shares of the issuer directly   BCM II and Blumberg have voting and dispositive power over the shares held by BC II and may be deemed to beneficially own the shares held by BC II.

 

(3) The beneficial ownership percentage is based on a total of 110,438,830 shares of Class A Common Stock outstanding as of November 30, 2017, as reported to the Reporting Persons by the issuer.  Based on the total of 160,425,227 shares of Common Stock (including 49,986,397 shares of Class B Common Stock) outstanding as of November 30, 2017, the Reporting Persons beneficially own 1.5% of the issuer’s outstanding Common Stock as of December 31, 2017.

 

(4) The shares beneficially owned by the Reporting Persons represent 0.6% of the combined voting power of the Issuer’s Common Stock as of December 31, 2017.

 

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6

Ownership of More than Five Percent 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

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.

 

Item 9

Notice of Dissolution of Group

Not applicable.

 



 

CUSIP No. 67059N108

 

Page 7 of 9

 

Item 10

Certification

Not applicable.

 

SIGNATURE

 

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.

 

February 12, 2018

BLUMBERG CAPITAL II, L.P.

 

 

 

 

 

BY: BLUMBERG CAPITAL MANAGEMENT II, L.L.C.

 

 

ITS: GENERAL PARTNER

 

 

 

 

 

 

By:

/s/ David J. Blumberg

 

 

 

David J. Blumberg

 

 

 

Managing Member

 

 

 

 

 

 

BLUMBERG CAPITAL MANAGEMENT II, L.L.C.

 

 

 

 

 

 

By:

/s/ David J. Blumberg

 

 

 

David J. Blumberg

 

 

 

Managing Member

 

 

 

 

 

 

/s/ David J. Blumberg

 

 

DAVID J. BLUMBERG

 



 

CUSIP No. 67059N108

 

Page 8 of 9

 

EXHIBIT INDEX

 

Exhibit No.

 

 

 

 

 

99.1

 

Agreement pursuant to 13d-1(k)(1) among Blumberg Capital II, L.P., Blumberg Capital Management II, L.L.C. and David J. Blumberg

 



 

CUSIP No. 67059N108

 

Page 9 of 9

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

 

 

February 12, 2018

 

BLUMBERG CAPITAL II, L.P.

 

 

 

 

 

BY: BLUMBERG CAPITAL MANAGEMENT II, L.L.C.

 

 

ITS: GENERAL PARTNER

 

 

 

 

 

 

By:

/s/ David J. Blumberg

 

 

 

David J. Blumberg

 

 

 

Managing Member

 

 

 

 

 

 

BLUMBERG CAPITAL MANAGEMENT II, L.L.C.

 

 

 

 

 

 

By:

/s/ David J. Blumberg

 

 

 

David J. Blumberg

 

 

 

Managing Member

 

 

 

 

 

 

/s/ David J. Blumberg

 

 

DAVID J. BLUMBERG