SEC Form 4 · accession 0000899243-16-031341

Nutanix, Inc. · NTNX

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

Reporting owner

Ravi Mhatre

Director · 10% Owner

Period of report

Oct 5, 2016

Accepted (ET)

Oct 5, 2016 · 9:31 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 Stock^{F1,F2,F3,F4,F5}	Oct 5, 2016	C	17,626,757	—	A	18,061,872	I	See footnote
Common Stock^{F1,F2,F3,F4,F6}	Oct 5, 2016	C	10,352,222	—	A	10,352,222	I	See footnote
Common Stock^F7,F5	Oct 5, 2016	J	18,061,872	—	D	0	I	See footnote
Common Stock^F7,F6	Oct 5, 2016	J	10,352,222	—	D	0	I	See footnote
Common Stock^F7,F8	Oct 5, 2016	J	190,363	—	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 A Convertible Preferred Stock^F5,F1	—	Oct 5, 2016	C	11,139,598	D	—	—	Common Stock	11,139,598	0	I
Series A Convertible Preferred Stock^F6,F1	—	Oct 5, 2016	C	6,542,304	D	—	—	Common Stock	6,542,304	0	I
Series B Convertible Preferred Stock^F5,F2	—	Oct 5, 2016	C	3,707,948	D	—	—	Common Stock	3,707,948	0	I
Series B Convertible Preferred Stock^F6,F2	—	Oct 5, 2016	C	2,177,683	D	—	—	Common Stock	2,177,683	0	I
Series C Convertible Preferred Stock^F5,F3	—	Oct 5, 2016	C	2,347,024	D	—	—	Common Stock	2,347,024	0	I
Series C Convertible Preferred Stock^F6,F3	—	Oct 5, 2016	C	1,378,411	D	—	—	Common Stock	1,378,411	0	I
Series D Convertible Preferred Stock^F5,F4	—	Oct 5, 2016	C	432,187	D	—	—	Common Stock	432,187	0	I
Series D Convertible Preferred Stock^F6,F4	—	Oct 5, 2016	C	253,824	D	—	—	Common Stock	253,824	0	I
Class B Common Stock^F5,F7,F9	—	Oct 5, 2016	J	18,061,872	A	—	—	Class A Common Stock	18,061,872	18,061,872	I
Class B Common Stock^F6,F7,F9	—	Oct 5, 2016	J	10,352,222	A	—	—	Class A Common Stock	10,352,222	10,352,222	I
Class B Common Stock^F8,F7,F9	—	Oct 5, 2016	J	190,363	A	—	—	Class A Common Stock	190,363	190,363	I

Explanation of responses

F1The Series A 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 B 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 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.
F4The 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.
F5The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of Lightspeed VIII. As a director of LUGP VIII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VIII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII"). Lightspeed Ultimate General Partner VII, Ltd. ("LUGP VII") is the sole general partner of Lightspeed General Partner VII, L.P., which serves as the sole general partner of Lightspeed VII. As a director of LUGP VII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7Following 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.
F8The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). As a director of the ultimate general partner of Lightspeed Select, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed Select. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F9Each 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.