SEC Form 4 · accession 0000899243-16-031296
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth W Long III
Officer — VP, Corporate Controller & CAO
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 8:37 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 | 200,000 | — | D | 0 | D |
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,F2 | — | Oct 5, 2016 | J | 200,000 | A | — | — | Class A Common Stock | 200,000 | 200,000 | D |
| Employee Stock Option (right to buy)F3,F1 | $1.22 | Oct 5, 2016 | J | 100,000 | D | — | Jun 7, 2023 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy)F3,F1 | $1.22 | Oct 5, 2016 | J | 100,000 | A | — | Jun 7, 2023 | Class B Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (right to buy)F4,F1 | $3.20 | Oct 5, 2016 | J | 100,000 | D | — | May 19, 2024 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F1 | $3.20 | Oct 5, 2016 | J | 100,000 | A | — | May 19, 2024 | Class B Common Stock | 100,000 | 100,000 | D |
| Restricted Stock UnitsF5,F6,F1 | — | Oct 5, 2016 | J | 70,000 | D | — | — | Common Stock | 70,000 | 0 | D |
| Restricted Stock UnitsF5,F6,F1 | — | Oct 5, 2016 | J | 70,000 | A | — | — | Class B Common Stock | 70,000 | 70,000 | 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.
- F2Each 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.
- F3The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 29, 2014 and 1/48th of the shares vest monthly thereafter.
- F4The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 36 equal monthly installments beginning on May 1, 2016.
- F5Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.
- F6On April 28, 2017, 13,125 RSUs vest and become issuable and an additional (i) 16,875 RSUs vest in 9 equal quarterly installments beginning on June 15, 2017 and (ii) 40,000 RSUs vest in 16 equal quarterly installments beginning on April 1, 2018.