SEC Form 4 · accession 0000899243-16-031274

Nutanix, Inc. · NTNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dheeraj Pandey

Officer — CEO and Chairman · Director

Period of report

Oct 5, 2016

Accepted (ET)

Oct 5, 2016 · 8:23 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001618732

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1,F2	Oct 5, 2016	J	4,756,592	—	D	I	See footnote
Common Stock^F1,F3	Oct 5, 2016	J	2,500,000	—	D	I	See footnote
Common Stock^F1,F4	Oct 5, 2016	J	2,000,000	—	D	I	See footnote
Common Stock^F1,F5	Oct 5, 2016	J	500,000	—	D	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2,F1,F6	—	Oct 5, 2016	J	4,756,592	A	—	—	Class A Common Stock	4,756,592	4,756,592	I
Class B Common Stock^F3,F1,F6	—	Oct 5, 2016	J	2,500,000	A	—	—	Class A Common Stock	2,500,000	2,500,000	I
Class B Common Stock^F4,F1,F6	—	Oct 5, 2016	J	2,000,000	A	—	—	Class A Common Stock	2,000,000	2,000,000	I
Class B Common Stock^F5,F1,F6	—	Oct 5, 2016	J	500,000	A	—	—	Class A Common Stock	500,000	500,000	I
Employee Stock Option (right to buy)^F7,F1	$0.49	Oct 5, 2016	J	886,000	D	—	Mar 27, 2022	Common Stock	886,000	0	D
Employee Stock Option (right to buy)^F7,F1	$0.49	Oct 5, 2016	J	886,000	A	—	Mar 27, 2022	Class B Common Stock	886,000	886,000	D
Employee Stock Option (right to buy)^F7,F1	$0.49	Oct 5, 2016	J	705,000	D	—	Jun 12, 2022	Common Stock	705,000	0	D
Employee Stock Option (right to buy)^F7,F1	$0.49	Oct 5, 2016	J	705,000	A	—	Jun 12, 2022	Class B Common Stock	705,000	705,000	D
Employee Stock Option (right to buy)^F8,F1	$12.00	Oct 5, 2016	J	500,000	D	—	Sep 16, 2026	Common Stock	500,000	0	D
Employee Stock Option (right to buy)^F8,F1	$12.00	Oct 5, 2016	J	500,000	A	—	Sep 16, 2026	Class B Common Stock	500,000	500,000	D
Restricted Stock Units^F9,F10,F1	—	Oct 5, 2016	J	600,000	D	—	—	Common Stock	600,000	0	D
Restricted Stock Units^F9,F10,F1	—	Oct 5, 2016	J	600,000	A	—	—	Class B Common Stock	600,000	600,000	D

Explanation of responses

F1Each 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.
F10On April 28, 2017, 450,000 RSUs vest and become issuable and the remaining RSUs vest in four equal quarterly installments beginning on July 15, 2017.
F2The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.
F3The shares are held of record by The Pandey Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustee.
F4The shares are held of record by The Pandey 2016 Annuity Trust for which the Reporting Person serves as trustee.
F5The shares are held of record by The Swapna Pandey 2014 Irrevocable Descendant's Trust for which the Reporting Person serves as trustee.
F6Each 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.
F7Shares subject to the option are fully vested and immediately exercisable.
F8Shares subject to the option vest in 48 equal monthly installments beginning on October 16, 2016.
F9Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.