SEC Form 4 · accession 0000899243-16-031343
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Christopher J Schaepe
10% Owner
Barry Eggers
10% Owner
Peter Nieh
10% Owner
LIGHTSPEED VENTURE PARTNERS VIII LP
10% Owner
Lightspeed General Partner VII, L.P.
10% Owner
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 9:32 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,F5 | Oct 5, 2016 | C | 17,626,757 | — | A | 18,061,872 | D | |
| Common StockF1,F2,F3,F4,F6 | Oct 5, 2016 | C | 10,352,222 | — | A | 10,352,222 | I | See footnote |
| Common StockF7,F5 | Oct 5, 2016 | J | 18,061,872 | — | D | 0 | D | |
| Common StockF7,F6 | Oct 5, 2016 | J | 10,352,222 | — | D | 0 | I | See footnote |
| Common StockF7,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 StockF5,F1 | — | Oct 5, 2016 | C | 11,139,598 | D | — | — | Common Stock | 11,139,598 | 0 | D |
| Series A Convertible Preferred StockF6,F1 | — | Oct 5, 2016 | C | 6,542,304 | D | — | — | Common Stock | 6,542,304 | 0 | I |
| Series B Convertible Preferred StockF5,F2 | — | Oct 5, 2016 | C | 3,707,948 | D | — | — | Common Stock | 3,707,948 | 0 | D |
| Series B Convertible Preferred StockF6,F2 | — | Oct 5, 2016 | C | 2,177,683 | D | — | — | Common Stock | 2,177,683 | 0 | I |
| Series C Convertible Preferred StockF5,F3 | — | Oct 5, 2016 | C | 2,347,024 | D | — | — | Common Stock | 2,347,024 | 0 | D |
| Series C Convertible Preferred StockF6,F3 | — | Oct 5, 2016 | C | 1,378,411 | D | — | — | Common Stock | 1,378,411 | 0 | I |
| Series D Convertible Preferred StockF5,F4 | — | Oct 5, 2016 | C | 432,187 | D | — | — | Common Stock | 432,187 | 0 | D |
| Series D Convertible Preferred StockF6,F4 | — | Oct 5, 2016 | C | 253,824 | D | — | — | Common Stock | 253,824 | 0 | I |
| Class B Common StockF5,F7,F9 | — | Oct 5, 2016 | J | 18,061,872 | A | — | — | Class A Common Stock | 18,061,872 | 18,061,872 | D |
| Class B Common StockF6,F7,F9 | — | Oct 5, 2016 | J | 10,352,222 | A | — | — | Class A Common Stock | 10,352,222 | 10,352,222 | I |
| Class B Common StockF8,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. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by Lightspeed VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its 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. Messrs. Eggers, Mhatre, Nieh and Schaepe, the directors of LUGP VII, share voting and dispositive power with respect to the shares held of record by Lightspeed VII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its 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"). Messrs. Eggers, Mhatre, Nieh and Schaepe are four of the six directors of the ultimate general partner of Lightspeed Select and share voting and dispositive power with respect to the shares held of record by Lightspeed Select. Each 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.
Remarks
Mr. Mhatre is a director of the Issuer and files a separate report on Form 4 with respect to his beneficial ownership of Issuer securities held by the Lightspeed entities.