SEC Form 4 · accession 0000899243-17-028268
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 6, 2017
Accepted (ET)
Dec 8, 2017 · 5:26 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 StockF2 | Dec 6, 2017 | C | 1,550,851 | $0.00 | A | 1,550,851 | I | See footnote |
| Class A Common StockF3 | Dec 6, 2017 | C | 99,149 | $0.00 | A | 99,149 | I | See footnote |
| Class A Common StockF2 | Dec 6, 2017 | J | 1,550,851 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF3 | Dec 6, 2017 | J | 99,149 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF6 | Dec 6, 2017 | J | 167,326 | $0.00 | A | 167,326 | I | See footnote |
| Class A Common StockF6 | Dec 6, 2017 | J | 149 | $0.00 | A | 167,475 | I | See footnote |
| Class A Common StockF6 | Dec 6, 2017 | J | 167,475 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF8 | Dec 6, 2017 | J | 163,349 | $0.00 | A | 163,349 | 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 StockF9,F2 | — | Dec 6, 2017 | C | 1,550,851 | D | — | — | Class A Common Stock | 1,550,851 | 10,925,569 | I |
| Class B Common StockF9,F3 | — | Dec 6, 2017 | C | 99,149 | D | — | — | Class A Common Stock | 99,149 | 698,491 | I |
Explanation of responses
- F1Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis.
- F2Consists 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.
- F3Consists 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.
- F4On December 6, 2017, 1,550,851 shares of Class A Common Stock held by KV IV were distributed to the limited partners and general partners of KV IV.
- F5On December 6, 2017, 99,149 shares of Class A Common Stock held by KV IV (CF) were distributed to the limited partners and general partners of KV IV (CF).
- F6Consists of securities held of record by KVA IV. 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 KVA IV, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KVA IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F7On December 6, 2017, 167,475 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV.
- F8Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F9Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.