SEC Form 4 · accession 0000899243-16-031312
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Vinod Khosla
10% Owner
VK Services, LLC
10% Owner
Khosla Ventures IV, L.P.
10% Owner
Khosla Ventures Associates IV, LLC
10% Owner
Khosla Ventures IV (CF), L.P.
10% Owner
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 8:44 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,F3,F4 | Oct 5, 2016 | C | 12,476,420 | — | A | 12,476,420 | I | See footnote |
| Common StockF1,F2,F3,F5 | Oct 5, 2016 | C | 797,640 | — | A | 797,640 | I | See footnote |
| Common StockF6,F4 | Oct 5, 2016 | J | 12,476,420 | — | D | 0 | I | See footnote |
| Common StockF6,F5 | Oct 5, 2016 | J | 797,640 | — | 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 B Convertible Preferred StockF4,F1 | — | Oct 5, 2016 | C | 9,861,996 | D | — | — | Common Stock | 9,861,996 | 0 | I |
| Series B Convertible Preferred StockF5,F1 | — | Oct 5, 2016 | C | 630,495 | D | — | — | Common Stock | 630,495 | 0 | I |
| Series C Convertible Preferred StockF4,F2 | — | Oct 5, 2016 | C | 1,969,635 | D | — | — | Common Stock | 1,969,635 | 0 | I |
| Series C Convertible Preferred StockF5,F2 | — | Oct 5, 2016 | C | 125,922 | D | — | — | Common Stock | 125,922 | 0 | I |
| Series D Convertible Preferred StockF4,F3 | — | Oct 5, 2016 | C | 644,789 | D | — | — | Common Stock | 644,789 | 0 | I |
| Series D Convertible Preferred StockF5,F3 | — | Oct 5, 2016 | C | 41,223 | D | — | — | Common Stock | 41,223 | 0 | I |
| Class B Common StockF4,F6,F7 | — | Oct 5, 2016 | J | 12,476,420 | A | — | — | Class A Common Stock | 12,476,420 | 12,476,420 | I |
| Class B Common StockF5,F6,F7 | — | Oct 5, 2016 | J | 797,640 | A | — | — | Class A Common Stock | 797,640 | 797,640 | I |
Explanation of responses
- F1The Series B 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 Series C convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.
- F3The Series D convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date.
- F4Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F5Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F6Following the conversion of each series of the Issuer's 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.
- F7Each 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.