Sec Form 3 Filing - Humphrey David @ Nutanix, Inc. - 2020-09-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Humphrey David 2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC, 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2020 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 2.50% Convertible Senior Notes due 2026 $ 27.75 ( 7 ) ( 3 ) ( 4 ) Class A Common Stock 27,027,000 ( 5 ) ( 6 ) I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Humphrey David C/O BAIN CAPITAL INVESTORS, LLC 200 CLARENDON STREET BOSTON, MA02116 X Signatures /s/ David Humphrey 09/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents $750,000,000 aggregate principal amount of Nutanix, Inc. (the "Issuer") 2.50% Convertible Senior Notes due 2026 (the "Convertible Notes") held directly by BCPE Nucleon (DE) SPV, LP (the "Bain Capital Entity"). ( 2 )The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entity is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entity. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )In accordance with an investment agreement, dated as of August 26, 2020, as amended on September 24, 2020, the Bain Capital Entity is restricted from converting the Convertible Notes prior to the earlier of (i) the date that is 12 months from the date of issuance and (ii) immediately prior to the consummation of any change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer or a fundamental change, in each case, subject to certain exceptions. Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the close of business on the scheduled trading day immediately preceding the maturity date. ( 4 )The Convertible Notes mature on September 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. ( 5 )Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of its Class A common stock ("Common Stock") or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 36.0360 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 24, 2020, between the Issuer and U.S. Bank National Association, as trustee. ( 6 )(continued from footnote 5) The Convertible Notes bear interest at a rate of 2.50% per annum, with such interest to be paid in-kind semi-annually through an increase in the principal amount of the Convertible Notes. ( 7 )The initial conversion rate of 36.0360 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $27.75 per share of Common Stock. In addition, at the one-year anniversary of the issuance date, depending on the Issuer's achievement of certain financial milestones, the conversion rate may be subject to an additional, one-time adjustment to a conversion rate between 36.0360 and 39.6040 shares of Common Stock, in each case per $1,000 principal amount of Convertible Notes.

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).

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