SEC FORM 4 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
 
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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*
Sangster David

(Last) (First) (Middle)
C/O NUTANIX, INC.
1740 TECHNOLOGY DRIVE, 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Operations
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2016
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
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
Common Stock 10/05/2016 J(1) 102,000 D (1) 0 D
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
Class B Common Stock (1) 10/05/2016 J(1) 102,000 (2) (2) Class A Common Stock 102,000 $0.00 102,000 D
Employee Stock Option (right to buy) $0.49 10/05/2016 J(1) 248,000 (3) 12/08/2021 Common Stock(1) 248,000 $0.00 0 D
Employee Stock Option (right to buy) $0.49 10/05/2016 J(1) 248,000 (3) 12/08/2021 Class B Common Stock(1) 248,000 $0.00 248,000 D
Employee Stock Option (right to buy) $1.22 10/05/2016 J(1) 20,000 (4) 11/15/2022 Common Stock(1) 20,000 $0.00 0 D
Employee Stock Option (right to buy) $1.22 10/05/2016 J(1) 20,000 (4) 11/15/2022 Class B Common Stock(1) 20,000 $0.00 20,000 D
Employee Stock Option (right to buy) $1.22 10/05/2016 J(1) 50,000 (5) 07/16/2023 Common Stock(1) 50,000 $0.00 0 D
Employee Stock Option (right to buy) $1.22 10/05/2016 J(1) 50,000 (5) 07/16/2023 Class B Common Stock(1) 50,000 $0.00 50,000 D
Employee Stock Option (right to buy) $3.2 10/05/2016 J(1) 380,000 (6) 05/19/2024 Common Stock(1) 380,000 $0.00 0 D
Employee Stock Option (right to buy) $3.2 10/05/2016 J(1) 380,000 (6) 05/19/2024 Class B Common Stock(1) 380,000 $0.00 380,000 D
Restricted Stock Units (7) 10/05/2016 J(1) 150,000 (8) (8) Common Stock(1) 150,000 $0.00 0 D
Restricted Stock Units (7) 10/05/2016 J(1) 150,000 (8) (8) Class B Common Stock(1) 150,000 $0.00 150,000 D
Explanation of Responses:
1. Each share of common stock was reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock in an exempt transaction pursuant to Rule 16b-7.
2. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033.
3. Shares subject to the option are fully vested and immediately exercisable.
4. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on November 5, 2013 and 1/48th of the shares vest monthly thereafter.
5. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on July 18, 2013.
6. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2015.
7. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.
8. On May 28, 2017, 37,500 RSUs vest and become issuable and the remaining RSUs vest in 9 equal quarterly installments beginning on June 15, 2017.
Remarks:
/s/ Olive Huang, by power of attorney 10/05/2016
** 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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