Dheeraj Pandey Form 3 Nutanix / Dheeraj Pandey ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pandey Dheeraj

(Last) (First) (Middle)

C/O NUTANIX, INC.

1740 TECHNOLOGY DRIVE, SUITE 150

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2016

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	4,756,592	I	See footnote(2)
Common Stock(1)	2,500,000	I	See footnote(3)
Common Stock(1)	2,000,000	I	See footnote(4)
Common Stock(1)	500,000	I	See footnote(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(6)	03/27/2022	Common Stock(1)	886,000	0.49	D
Employee Stock Option (right to buy)	(6)	06/12/2022	Common Stock(1)	705,000	0.49	D
Employee Stock Option (right to buy)	(7)	09/16/2026	Common Stock(1)	500,000	12	D
Restricted Stock Units	(8)	(8)	Common Stock(1)	600,000	(9)	D

Explanation of Responses:

1. Each share of common stock shall be 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.

2. The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.

3. The shares are held of record by The Pandey Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustee.

4. The shares are held of record by The Pandey 2016 Annuity Trust for which the Reporting Person serves as trustee.

5. The shares are held of record by The Swapna Pandey 2014 Irrevocable Descendant's Trust for which the Reporting Person serves as trustee.

6. Shares subject to the option are fully vested and immediately exercisable.

7. Shares subject to the option vest in 48 equal monthly installments beginning on October 16, 2016.

8. On April 28, 2017, 450,000 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in four equal quarterly installments beginning on July 15, 2017.

9. Each RSU represents a contingent right to receive one share of Issuer common stock.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Olive Huang, by power of attorney	09/29/2016
	** 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 5 (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).
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