SEC Form 4 · accession 0001104659-17-037046
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
May 30, 2017
Accepted (ET)
Jun 1, 2017 · 8:55 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | May 30, 2017 | J | 4,631,331 | — | D | 0 | I | By Lightspeed Venture Partners VII, L.P. |
| Class A Common StockF1,F2,F4 | May 30, 2017 | J | 1,192,558 | — | A | 1,192,558 | I | By Lightspeed General Partner VII, L.P. |
| Class A Common StockF5,F2,F4 | May 30, 2017 | J | 1,192,558 | — | D | 0 | I | By Lightspeed General Partner VII, L.P. |
| Class A Common StockF5,F17 | May 30, 2017 | J | 174,008 | — | A | 273,777 | D | |
| Class A Common StockF5,F6 | May 30, 2017 | J | 174,008 | — | A | 190,355 | I | By Barry Eggers Revocable Trust dtd 6/4/2008 |
| Class A Common StockF5,F7 | May 30, 2017 | J | 174,008 | — | A | 238,955 | I | By The Schaepe-Chiu Living Trust Dated 11/5/1997 |
| Class A Common StockF8,F6 | May 30, 2017 | S | 139,657 | $19.021 | D | 50,698 | I | By Barry Eggers Revocable Trust dtd 6/4/2008 |
| Class A Common StockF9,F6 | May 31, 2017 | S | 50,698 | $18.7848 | D | 0 | I | By Barry Eggers Revocable Trust dtd 6/4/2008 |
| Class A Common StockF10,F7 | May 30, 2017 | S | 25,000 | $18.4121 | D | 213,955 | I | By The Schaepe-Chiu Living Trust Dated 11/5/1997 |
| Class A Common StockF11,F12,F13 | May 31, 2017 | C | 3,007,715 | — | A | 3,759,643 | I | By Lightspeed Venture Partners VIII, L.P. |
| Class A Common StockF11,F14,F15 | May 31, 2017 | C | 190,363 | — | A | 190,363 | I | By Lightspeed Venture Partners Select, L.P. |
| Class A Common StockF16 | holding | — | — | — | 86,148 | I | By Schaepe-Chiu Investments I LP - Fund 1 |
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 StockF11,F12,F13 | — | May 31, 2017 | C | 3,007,715 | D | — | — | Class A Common Stock | 3,007,715 | 11,441,783 | I |
| Class B Common StockF11,F14,F15 | — | May 31, 2017 | C | 190,363 | D | — | — | Class A Common Stock | 190,363 | 0 | I |
Explanation of responses
- F1Represents in-kind distribution by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII") without consideration to its partners (including LGP VII, the general partner of Lightspeed VII).
- F10These sales were executed in multiple trades at prices ranging from $18.26 to $18.465. The price reported above reflects the weighted average sale price. Mr. Schaepe 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.
- F11Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. The convertibility of the Class B Common Stock has no expiration date.
- F12Lightspeed Ultimate General Partner VIII, Ltd. is the sole general partner of Lightspeed General Partner VIII, L.P. ("LGP VIII"), which is the sole general partner of Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). The individual directors of Lightspeed Ultimate General Partner VIII, Ltd. are Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh. Messrs. Schaepe, Eggers, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.
- F13The shares are held of record by Lightspeed VIII.
- F14Lightspeed Ultimate General Partner Select, Ltd. is the sole general partner of Lightspeed General Partner Select, L.P. ("LGP Select"), which is the sole general partner of Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). The individual directors of Lightspeed Ultimate General Partner Select, Ltd. are Christopher J. Schaepe, Barry Eggers, Jeremy Liew, Ravi Mhatre, Peter Nieh and John Vrionis. Messrs. Schaepe, Eggers, Liew, Mhatre, Nieh and Vrionis disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.
- F15The shares are held of record by Lightspeed Select.
- F16The shares are held of record by Schaepe-Chiu Investments I LP - Fund 1. Christopher J. Schaepe serves as co-trustee of the general partner of such entity.
- F17The shares are held of record by Peter Nieh.
- F2Lightspeed Ultimate General Partner VII, Ltd. is the sole general partner of Lightspeed General Partner VII, L.P. ("LGP VII"), which is the sole general partner of Lightspeed VII. The individual directors of Lightspeed Ultimate General Partner VII, Ltd. are Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh. Messrs. Schaepe, Eggers, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.
- F3The shares are held of record by Lightspeed VII.
- F4The shares are held of record by LGP VII.
- F5Represents in-kind distribution by LGP VII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).
- F6The shares are held of record by Barry Eggers Revocable Trust dtd 6/4/2008, for which Barry Eggers serves as trustee.
- F7The shares are held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, for which Christopher J. Schaepe serves as co-trustee.
- F8These sales were executed in multiple trades at prices ranging from $18.75 to $19.72. The price reported above reflects the weighted average sale price. Mr. Eggers 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.
- F9These sales were executed in multiple trades at prices ranging from $18.75 to $18.86. The price reported above reflects the weighted average sale price. Mr. Eggers 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.
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.