SEC Form 4 · accession 0000899243-18-002071

Nutanix, Inc. · NTNX

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

Reporting owner

Jeffrey T Parks

Director

Period of report

Jan 23, 2018

Accepted (ET)

Jan 25, 2018 · 9:01 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 Stock^F1,F2	Jan 23, 2018	C	141,776	—	A	141,776	I	See footnote
Class A Common Stock^F1,F3	Jan 23, 2018	C	49,971	—	A	49,971	I	See footnote
Class A Common Stock^F1,F4	Jan 23, 2018	C	58,098	—	A	58,098	I	See footnote
Class A Common Stock^F5,F2	Jan 23, 2018	S	141,776	$37.55	D	0	I	See footnote
Class A Common Stock^F5,F3	Jan 23, 2018	S	49,971	$37.55	D	0	I	See footnote
Class A Common Stock^F5,F4	Jan 23, 2018	S	58,098	$37.55	D	0	I	See footnote
Class A Common Stock^F1,F2	Jan 23, 2018	C	20,502	—	A	20,502	I	See footnote
Class A Common Stock^F1,F3	Jan 23, 2018	C	7,226	—	A	7,226	I	See footnote
Class A Common Stock^F1,F4	Jan 23, 2018	C	8,402	—	A	8,402	I	See footnote
Class A Common Stock^F6,F2	Jan 23, 2018	S	20,502	$37.51	D	0	I	See footnote
Class A Common Stock^F6,F3	Jan 23, 2018	S	7,226	$37.51	D	0	I	See footnote
Class A Common Stock^F6,F4	Jan 23, 2018	S	8,402	$37.51	D	0	I	See footnote
Class A Common Stock^F7	holding	—	—		—	9,341	I	See footnote
Class A Common Stock^F8	holding	—	—		—	1,463	I	See footnote
Class A Common Stock^F9	holding	—	—		—	8,313	D

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 Stock^F2,F10	—	Jan 23, 2018	C	141,776	D	—	—	Class A Common Stock	141,776	1,131,225	I
Class B Common Stock^F3,F10	—	Jan 23, 2018	C	49,971	D	—	—	Class A Common Stock	49,971	401,750	I
Class B Common Stock^F4,F10	—	Jan 23, 2018	C	58,098	D	—	—	Class A Common Stock	58,098	462,106	I
Class B Common Stock^F2,F10	—	Jan 24, 2018	C	20,502	D	—	—	Class A Common Stock	20,502	1,110,723	I
Class B Common Stock^F3,F10	—	Jan 24, 2018	C	7,226	D	—	—	Class A Common Stock	7,226	394,524	I
Class B Common Stock^F4,F10	—	Jan 24, 2018	C	8,402	D	—	—	Class A Common Stock	8,402	453,704	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.
F10Each 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.
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 except to the extent of any pecuniary interest therein, 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 except to the extent of any pecuniary interest therein, 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" and, each of RCP LP, RCP Parallel-A and RCP Parallel-B, a "Fund"). 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 except to the extent of any pecuniary interest therein, 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 $37.50 to $37.68 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.
F6These sales were executed in multiple trades at prices ranging from $37.50 to $37.61 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.
F7Held by The Parks Trust, a trust beneficially owned by the Reporting Person.
F8Reflects shares of Class A common stock of the Issuer held in escrow by RC LP for the benefit of The Parks Trust, subject to release to The Parks Trust in accordance with the terms of the Funds' respective limited partnership agreements. The Reporting Person has dispositive power over such shares of Class A common stock held for his benefit by RC LP and bears the investment risk of such shares.
F9Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs") pursuant to the Issuer's Outside Director Compensation Policy. Pursuant to the terms of the Reporting Person's arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, the Reporting Person is holding the RSUs solely for the benefit of Riverwood Capital and is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood Capital. Therefore, Riverwood Capital may be deemed the indirect beneficial owner of the RSUs. The Reporting Persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by the Reporting Person for purposes of Section 16 or any other purposes.