| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/22/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/22/2017 | J(1) | 200,000 | A | (1) | 200,000 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 03/22/2017 | J(1) | 200,000 | (1) | (1) | Class A Common Stock | 200,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.22 | 03/22/2017 | J(2) | 100,000 | (3) | 06/07/2023 | Class B Common Stock | 100,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.22 | 03/22/2017 | J(2) | 100,000 | (3) | 06/07/2023 | Class A Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Employee Stock Option (right to buy) | $3.2 | 03/22/2017 | J(2) | 100,000 | (4) | 05/19/2024 | Class B Common Stock | 100,000 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.2 | 03/22/2017 | J(2) | 100,000 | (4) | 05/19/2024 | Class A Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Restricted Stock Units | (5) | 03/22/2017 | J(6) | 70,000 | (7) | (7) | Class B Common Stock | 70,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (5) | 03/22/2017 | J(6) | 70,000 | (7) | (7) | Class A Common Stock | 70,000 | $0 | 70,000 | D | ||||
| Explanation of Responses: |
| 1. Each 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. The reporting person has elected to convert his shares of Class B common stock into Class A common stock. |
| 2. The reporting person has elected to convert the securities underlying his stock options from Class B common stock to Class A common stock. |
| 3. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 29, 2014 and 1/48th of the shares vest monthly thereafter. |
| 4. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 36 equal monthly installments beginning on May 1, 2016. |
| 5. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock. |
| 6. The reporting person has elected to convert the securities underlying the RSUs from Class B common stock into Class A common stock. |
| 7. On April 28, 2017, 13,125 RSUs vest and become issuable and an additional (i) 16,875 RSUs vest in 9 equal quarterly installments beginning on June 15, 2017 and (ii) 40,000 RSUs vest in 16 equal quarterly installments beginning on April 1, 2018. |
| Remarks: |
| /s/ Olive Huang, by power of attorney | 03/24/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
