| 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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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| 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) | 327,500 | D | |
| Common Stock(1) | 180,000 | I | See footnote(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | (3) | 03/15/2022 | Common Stock(1) | 40,000 | 0.49 | D | |
| Employee Stock Option (right to buy) | (3) | 05/13/2023 | Common Stock(1) | 370,000 | 1.22 | D | |
| Employee Stock Option (right to buy) | (4) | 05/19/2024 | Common Stock(1) | 900,000 | 3.2 | D | |
| Restricted Stock Units | (5) | (5) | Common Stock(1) | 500,000 | (6) | 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 Sudheesh Vadakkedath 2015 GRAT dated November 21, 2015 for which the Reporting Person serves as trustee. |
| 3. Shares subject to the option are fully vested and immediately exercisable. |
| 4. The option is subject to an early exercise provision and is immediately exercisable. As of the date of this report, 512,500 shares subject to the option are fully vested and the remaining 387,500 shares vest in 31 equal monthly installments beginning on October 1, 2016. |
| 5. On April 28, 2017, 125,000 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2017. |
| 6. 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). | ||
| 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. | ||
