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).

 

 

CUSIP No. 67059N108

Page 1 of 7

 

 

 

 

^*  Consists of (i) 3,619,801 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) 400,000 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 4,019,801 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 4,019,801 Class A Shares.

^†   See Item 4 for more information on calculating this percentage.

 

 

1	NAMES OF REPORTING PERSONS:      Renu Saharan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) q (b) q
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION         India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER      0
	6	SHARED VOTING POWER      4,019,801*
	7	SOLE DISPOSITIVE POWER      0
	8	SHARED DISPOSITIVE POWER      4,019,801*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      4,019,801*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                      q
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)          3.5%†
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      IN

1	NAMES OF REPORTING PERSONS:      SINGH/SAHARAN REVOCABLE TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) q (b) q
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION         California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER      0
	6	SHARED VOTING POWER      3,619,801*
	7	SOLE DISPOSITIVE POWER      0
	8	SHARED DISPOSITIVE POWER      3,619,801*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      3,619,801*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                      q
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)          3.2%†
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      OO

 

 

 

CUSIP No. 67059N108

Page 4 of 7

 

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 Amendment No. 2 ("Amendment No.2") to the Statement on Schedule 13G, which was originally filed with the SEC on May 19, 2017 and amended by Amendment No.1 filed on February 12, 2018 ("Amendment No.1"), is jointly filed by the following (each a "Reporting Person") with respect to Class A Shares of the Issuer:

c/o Nutanix, Inc.
1740 Technology Drive, Suite 150, San Jose CA 95110

(c) Citizenship:

(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 Amentment No.2 is filed pursuant to §240.13d-1(d).

 

 

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.

 

	Ajeet Singh	4,019,801
	Renu Saharan	4,019,801
	Revocable Trust	3,619,801

	Ajeet Singh	3.5%
	Renu Saharan	3.5%
	Revocable Trust	3.2%

Percentages based on 110,438,830 Class A Shares outstanding as of November 30, 2017, as reported in the Issuer's Form 10-Q filed on December 13, 2017, and assumes the conversion of Class B Shares into Class A Shares such that (i) for Ajeet Singh and Renu Saharan, 114,458,631 Class A Shares are deemed outstanding as of December 31, 2017, and (ii) for the Revocable Trust, 114,058,631 Class A shares are deemed outstanding as of December 31, 2017.

 

     None.

	Ajeet Singh	4,019,801
	Renu Saharan	4,019,801
	Revocable Trust	3,619,801

     None.

 

	Ajeet Singh	4,019,801
	Renu Saharan	4,019,801
	Revocable Trust	3,619,801

 

 

 

Item 5.  Ownership of Five Percent or Less of a Class

 

    

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.

Not applicable.

 

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:  February 13, 2018