SEC Form 4 · accession 0000899243-16-031306
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey T Parks
Director
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 8:42 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,F2 | Oct 5, 2016 | C | 3,531,179 | — | A | 3,531,179 | I | See footnote |
| Common StockF1,F3 | Oct 5, 2016 | C | 1,217,430 | — | A | 1,217,430 | I | See footnote |
| Common StockF1,F4 | Oct 5, 2016 | C | 1,425,499 | — | A | 1,425,499 | I | See footnote |
| Common StockF5,F2 | Oct 5, 2016 | J | 3,531,179 | — | D | 0 | I | See footnote |
| Common StockF5,F3 | Oct 5, 2016 | J | 1,217,430 | — | D | 0 | I | See footnote |
| Common StockF5,F4 | Oct 5, 2016 | J | 1,425,499 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF2,F1 | — | Oct 5, 2016 | C | 3,531,179 | D | — | — | Common Stock | 3,531,179 | 0 | I |
| Series D Convertible Preferred StockF3,F1 | — | Oct 5, 2016 | C | 1,217,430 | D | — | — | Common Stock | 1,217,430 | 0 | I |
| Series D Convertible Preferred StockF4,F1 | — | Oct 5, 2016 | C | 1,425,499 | D | — | — | Common Stock | 1,425,499 | 0 | I |
| Class B Common StockF2,F5,F6 | — | Oct 5, 2016 | J | 3,531,179 | A | — | — | Class A Common Stock | 3,531,179 | 3,531,179 | I |
| Class B Common StockF3,F5,F6 | — | Oct 5, 2016 | J | 1,217,430 | A | — | — | Class A Common Stock | 1,217,430 | 1,217,430 | I |
| Class B Common StockF4,F5,F6 | — | Oct 5, 2016 | J | 1,425,499 | A | — | — | Class A Common Stock | 1,425,499 | 1,425,499 | I |
Explanation of responses
- F1The Series D convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "IPO") and had no expiration date.
- F2The shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital, LP ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RC CP Ltd."), the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP LP. All investment decisions with respect to the shares held by the RCP LP are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F3The shares are held of record by Riverwood Capital Partners (Parallel-A) L.P. ("RCP Parallel-A"). RC LP, the general partner of RCP Parallel-A, and RC CP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-A. All investment decisions with respect to the shares held by the RCP Parallel-A are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F4The shares are held of record by Riverwood Capital Partners (Parallel-B) L.P. ("RCP Parallel-B"). RC LP, the general partner of RCP Parallel-B, and RC CP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-B. All investment decisions with respect to the shares held by the RCP Parallel-B are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F5Following the conversion of the Series D convertible preferred stock into common stock and immediately prior to the completion of the IPO, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7.
- 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.