Lightspeed Venture Partners Viii Form 4 Nutanix / Peter Nieh ownership change

SEC Form 4

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^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nutanix, Inc. [ NTNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/27/2017		C(1)		10,352,222	A	(1)	10,352,222	I	By Lightspeed Venture Partners VII, L.P.(2)(3)
Class A Common Stock	03/15/2017		C(1)		3,612,374	A	(1)	3,612,374	I	By Lightspeed Venture Partners VIII, L.P.(4)(5)
Class A Common Stock	03/28/2017		J(6)		2,860,446	D	(6)	7,491,776	I	By Lightspeed Venture Partners VII, L.P.(2)(3)
Class A Common Stock	03/28/2017		J(6)		736,566	A	(6)	736,566	I	By Lightspeed General Partner VII, L.P.(7)(3)
Class A Common Stock	03/28/2017		J(8)		736,566	D	(8)	0	I	By Lightspeed General Partner VII, L.P.(7)(3)
Class A Common Stock	03/28/2017		J(8)		107,474	A	(8)	107,474	I	By Barry Eggers Revocable Trust dtd 6/4/2008(9)
Class A Common Stock	03/28/2017		J(8)		107,474	A	(8)	107,474	D
Class A Common Stock	03/28/2017		J(8)		107,474	A	(8)	107,474	I	By The Schaepe-Chiu Living Trust Dated 11/5/1997(11)
Class A Common Stock	03/28/2017		J(12)		1,430,223	D	(12)	2,182,151	I	By Lightspeed Venture Partners VIII, L.P.(4)(5)
Class A Common Stock	03/28/2017		J(12)		332,886	A	(12)	332,886	I	By Lightspeed General Partner VIII, L.P.(13)(5)
Class A Common Stock	03/28/2017		J(14)		332,886	D	(14)	0	I	By Lightspeed General Partner VIII, L.P.(13)(5)
Class A Common Stock	03/28/2017		J(14)		43,074	A	(14)	43,074	I	By Eggers Investments, L.P.(15)
Class A Common Stock	03/28/2017		J(14)		43,074	A	(14)	43,074	I	By Nieh Family Investments LP - Fund 1(10)
Class A Common Stock	03/28/2017		J(14)		43,074	A	(14)	43,074	I	By Schaepe-Chiu Investments I LP - Fund 1(16)
Class A Common Stock	03/29/2017		S		90,000	D	$18.6186(17)	17,474	I	By Barry Eggers Revocable Trust dtd 6/4/2008(9)
Class A Common Stock	03/29/2017		S		43,074	D	$18.6186(17)	0	I	By Eggers Investments, L.P.(15)
Class A Common Stock	03/30/2017		S		25,000	D	$19.0912(18)	82,474	I	By The Schaepe-Chiu Living Trust Dated 11/5/1997(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	02/27/2017		C			10,352,222	(1)	(1)	Class A Common Stock	10,352,222	(1)	0	I	See Footnotes(2)(3)
Class B Common Stock	(1)	03/15/2017		C			3,612,374	(1)	(1)	Class A Common Stock	3,612,374	(1)	14,449,498	I	See Footnotes(4)(5)
Class B Common Stock	(20)							(20)	(20)	Class A Common Stock	190,363		190,363	I	See Footnote(19)

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Venture Partners VII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner VII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner VII, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner VIII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner VIII, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nieh Peter

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHAEPE CHRISTOPHER J

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents 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.

2. The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII").

3. Lightspeed 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.

4. The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII").

5. Lightspeed 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 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.

6. Represents in-kind distribution by Lightspeed VII without consideration to its partners (including LGP VII, the general partner of Lightspeed VII).

7. The shares are held of record by LGP VII.

8. Represents in-kind distribution by LGP VII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).

9. The shares are held of record by Barry Eggers Revocable Trust dtd 6/4/2008, for which Barry Eggers serves as trustee.

10. The shares are held of record by Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of such entity.

11. The shares are held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, for which Christopher J. Schaepe serves as co-trustee.

12. Represents in-kind distribution by Lightspeed VIII without consideration to its partners (including LGP VIII, the general partner of Lightspeed VIII).

13. The shares are held of record by LGP VIII.

14. Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).

15. The shares are held of record by Eggers Investments, L.P. Barry Eggers serves as trustee of the general partner of such entity.

16. The 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.

17. These sales were executed in multiple trades at prices ranging from $18.23 to $18.94. 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.

18. These sales were executed in multiple trades at prices ranging from $19.06 to $19.135. 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.

19. The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Lightspeed Ultimate General Partner Select, Ltd. is the sole general partner of Lightspeed General Partner Select, L.P., which is the sole general partner of 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, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.

20. Shares of the Issuer's Class B Common Stock are convertible 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.

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.

	LIGHTSPEED VENTURE PARTNERS VIII, L.P. By: Lightspeed General Partner VIII, L.P., its general partner By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory	03/30/2017
	LIGHTSPEED VENTURE PARTNERS VII, L.P. By: Lightspeed General Partner VII, L.P., its general partner By: Lightspeed Ultimate General Partner VII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory	03/30/2017
	LIGHTSPEED GENERAL PARTNER VII, L.P. By: /s/ Ravi Mhatre	03/30/2017
	LIGHTSPEED ULTIMATE GENERAL PARTNER VII, LTD. By: /s/ Ravi Mhatre	03/30/2017
	LIGHTSPEED GENERAL PARTNER VIII, L.P. By: /s/ Ravi Mhatre	03/30/2017
	LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ Ravi Mhatre	03/30/2017
	BARRY EGGERS By: /s/ Barry Eggers	03/30/2017
	PETER NIEH By: /s/ Peter Nieh	03/30/2017
	Christopher J. Schaepe By: /s/ Christopher J. Schaepe	03/30/2017
	** Signature of Reporting Person	Date
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