SEC Form 4 · accession 0000899243-17-027327
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey T Parks
Director
Period of report
Nov 20, 2017
Accepted (ET)
Nov 22, 2017 · 5:54 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Nov 20, 2017 | C | 233,515 | — | A | 233,515 | I | See footnote |
| Class A Common StockF1,F3 | Nov 20, 2017 | C | 80,509 | — | A | 80,509 | I | See footnote |
| Class A Common StockF1,F4 | Nov 20, 2017 | C | 94,267 | — | A | 94,267 | I | See footnote |
| Class A Common StockF5,F2 | Nov 20, 2017 | S | 233,515 | $29.55 | D | 0 | I | See footnote |
| Class A Common StockF5,F3 | Nov 20, 2017 | S | 80,509 | $29.55 | D | 0 | I | See footnote |
| Class A Common StockF5,F4 | Nov 20, 2017 | S | 94,267 | $29.55 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F6 | — | Nov 20, 2017 | C | 233,515 | D | — | — | Class A Common Stock | 233,515 | 1,412,471 | I |
| Class B Common StockF3,F6 | — | Nov 20, 2017 | C | 80,509 | D | — | — | Class A Common Stock | 80,509 | 486,972 | I |
| Class B Common StockF4,F6 | — | Nov 20, 2017 | C | 94,267 | D | — | — | Class A Common Stock | 94,267 | 570,199 | I |
Explanation of responses
- F1Represents shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis in accordance with the terms of the Class B common stock.
- F2The shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital L.P. ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RCGP 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 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 RCGP 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 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 RCGP 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 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.
- F5These sales were executed in multiple trades at prices ranging from $29.34 to $29.90 pursuant to a previously adopted Rule 10b5-1 trading plan. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
- 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.