SEC Form 4 · accession 0001618732-18-000074
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dheeraj Pandey
Officer — CEO and Chairman · Director
Period of report
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 4:02 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 StockF2 | Jun 6, 2018 | J | 10,000 | $0.00 | A | 18,074 | I | See Footnote |
| Class A Common StockF2 | Jun 6, 2018 | G | 10,000 | $0.00 | D | 8,074 | 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,F4,F5 | — | Jun 6, 2018 | J | 10,000 | D | — | — | Class A Common Stock | 10,000 | 5,071,680 | I |
Explanation of responses
- F1The reporting person has elected to convert the securities from Class B common stock into Class A common stock.
- F2The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.
- F3This is a gift to a donor advised charity fund and includes the gains received by the Reporting Person in connection with the Issuer's acquisition of Netsil Inc., as previously disclosed in the Issuer's Current Report on Form 8-K, dated March 12, 2018.
- F4Each share of common stock was reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock in an exempt transaction pursuant to Rule 16b-7.
- F5Each 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.