SEC Form 4 · accession 0000899243-16-031280
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sudheesh Nair Vadakkedath
Officer — President
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 8:28 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 5, 2016 | J | 327,500 | — | D | 0 | D | |
| Common StockF1,F2 | Oct 5, 2016 | J | 180,000 | — | D | 0 | 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 StockF1,F3 | — | Oct 5, 2016 | J | 327,500 | A | — | — | Class A Common Stock | 327,500 | 327,500 | D |
| Class B Common StockF2,F1,F3 | — | Oct 5, 2016 | J | 180,000 | A | — | — | Class A Common Stock | 180,000 | 180,000 | I |
| Employee Stock Option (right to buy)F4,F1 | $0.49 | Oct 5, 2016 | J | 40,000 | D | — | Mar 15, 2022 | Common Stock | 40,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F1 | $0.49 | Oct 5, 2016 | J | 40,000 | A | — | Mar 15, 2022 | Class B Common Stock | 40,000 | 40,000 | D |
| Employee Stock Option (right to buy)F4,F1 | $1.22 | Oct 5, 2016 | J | 370,000 | D | — | May 13, 2023 | Common Stock | 370,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F1 | $1.22 | Oct 5, 2016 | J | 370,000 | A | — | May 13, 2023 | Class B Common Stock | 370,000 | 370,000 | D |
| Employee Stock Option (right to buy)F5,F1 | $3.20 | Oct 5, 2016 | J | 900,000 | D | — | May 19, 2024 | Common Stock | 900,000 | 0 | D |
| Employee Stock Option (right to buy)F5,F1 | $3.20 | Oct 5, 2016 | J | 900,000 | A | — | May 19, 2024 | Class B Common Stock | 900,000 | 900,000 | D |
| Restricted Stock UnitsF6,F7,F1 | — | Oct 5, 2016 | J | 500,000 | D | — | — | Common Stock | 500,000 | 0 | D |
| Restricted Stock UnitsF6,F7,F1 | — | Oct 5, 2016 | J | 500,000 | A | — | — | Class B Common Stock | 500,000 | 500,000 | 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.
- F2The shares are held of record by The Sudheesh Vadakkedath 2015 GRAT dated November 21, 2015 for which the Reporting Person serves as trustee.
- F3Each 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.
- F4Shares subject to the option are fully vested and immediately exercisable.
- F5The option is subject to an early exercise provision and is immediately exercisable. As of the date of this report, 525,000 shares subject to the option are fully vested and the remaining 375,000 shares vest in 30 equal monthly installments beginning on November 1, 2016.
- F6Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.
- F7On April 28, 2017, 125,000 RSUs vest and become issuable and the remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2017.