Sec Form 4 Filing - LIGHTSPEED VENTURE PARTNERS VIII LP @ Nutanix, Inc. - 2017-04-03

FORM 4 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 LIGHTSPEED VENTURE PARTNERS VIII LP 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) (Last) (First) (Middle) 2200 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2017 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 04/03/2017 S 10,287 D $ 18.4217 ( 16 ) 32,787 I By Nieh Family Investments LP - Fund 1 ( 1 ) Class A Common Stock 04/03/2017 S 13,135 D $ 18.4217 ( 16 ) 94,339 D ( 19 ) Class A Common Stock 04/03/2017 S 25,000 D $ 18.5034 ( 17 ) 57,474 I By The Schaepe-Chiu Living Trust Dated 11/5/1997 ( 2 ) Class A Common Stock 04/04/2017 S 31,910 D $ 17.6142 ( 18 ) 62,429 D ( 19 ) Class A Common Stock 04/04/2017 J( 3 ) 2,860,445 D 4,631,331 I By Lightspeed Venture Partners VII, L.P. ( 4 ) ( 5 ) Class A Common Stock 04/04/2017 J( 3 ) 736,565 A 736,565 I By Lightspeed General Partner VII, L.P. ( 6 ) ( 5 ) Class A Common Stock 04/04/2017 J ( 7 ) 736,565 D 0 I By Lightspeed General Partner VII, L.P. ( 6 ) ( 5 ) Class A Common Stock 04/04/2017 J( 7 ) 107,473 A 124,947 I By Barry Eggers Revocable Trust dtd 6/4/2008 ( 8 ) Class A Common Stock 04/04/2017 J( 7 ) 107,473 A 169,902 D ( 19 ) Class A Common Stock 04/04/2017 J( 7 ) 107,473 A 164,947 I By The Schaepe-Chiu Living Trust Dated 11/5/1997 ( 2 ) Class A Common Stock 04/04/2017 J( 9 ) 1,430,223 D 751,928 I By Lightspeed Venture Partners VIII, L.P. ( 10 ) ( 11 ) Class A Common Stock 04/04/2017 J( 9 ) 332,886 A 332,886 I By Lightspeed General Partner VIII, L.P. ( 12 ) ( 11 ) Class A Common Stock 04/04/2017 J( 13 ) 332,886 D 0 I By Lightspeed General Partner VIII, L.P. ( 12 ) ( 11 ) Class A Common Stock 04/04/2017 J( 13 ) 43,074 A 43,074 I By Eggers Investments, L.P. ( 14 ) Class A Common Stock 04/04/2017 J( 13 ) 43,074 A 86,148 I By Schaepe-Chiu Investments I LP - Fund 1 ( 15 ) Class A Common Stock 04/04/2017 J( 13 ) 43,074 A 75,861 I By Nieh Family Investments I LP - Fund 1 ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIGHTSPEED VENTURE PARTNERS VIII LP 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Venture Partners VII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed General Partner VII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Ultimate General Partner VII, Ltd. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed General Partner VIII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Ultimate General Partner VIII, Ltd. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Eggers Barry 2200 SAND HILL ROAD MENLO PARK, CA94025 X Nieh Peter 2200 SAND HILL ROAD MENLO PARK, CA94025 X SCHAEPE CHRISTOPHER J 2200 SAND HILL ROAD MENLO PARK, CA94025 X Signatures 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 04/05/2017 Signature of Reporting Person Date LIGHTSPEED GENERAL PARTNER VII, L.P. By: /s/ Ravi Mhatre 04/05/2017 Signature of Reporting Person Date LIGHTSPEED ULTIMATE GENERAL PARTNER VII, LTD. By: /s/ Ravi Mhatre 04/05/2017 Signature of Reporting Person Date 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 04/05/2017 Signature of Reporting Person Date LIGHTSPEED GENERAL PARTNER VIII, L.P. By: /s/ Ravi Mhatre 04/05/2017 Signature of Reporting Person Date LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ Ravi Mhatre 04/05/2017 Signature of Reporting Person Date BARRY EGGERS By: /s/ Barry Eggers 04/05/2017 Signature of Reporting Person Date PETER NIEH By: /s/ Peter Nieh 04/05/2017 Signature of Reporting Person Date Christopher J. Schaepe By: /s/ Christopher J. Schaepe 04/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Represents in-kind distribution by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII") without consideration to its partners (including LGP VII, the general partner of Lightspeed VII). ( 4 )The shares are held of record by Lightspeed VII. ( 5 )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. ( 6 )The shares are held of record by LGP VII. ( 7 )Represents in-kind distribution by LGP VII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh). ( 8 )The shares are held of record by Barry Eggers Revocable Trust dtd 6/4/2008, for which Barry Eggers serves as trustee. ( 9 )Represents in-kind distribution by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII") without consideration to its partners (including LGP VIII, the general partner of Lightspeed VIII). ( 10 )The shares are held of record by Lightspeed VIII. ( 11 )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. ( 12 )The shares are held of record by LGP VIII. ( 13 )Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh). ( 14 )The shares are held of record by Eggers Investments, L.P. Barry Eggers serves as trustee of the general partner of such entity. ( 15 )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. ( 16 )These sales were executed in multiple trades at prices ranging from $18.35 to $18.50. The price reported above reflects the weighted average sale price. Mr. Nieh 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. ( 17 )These sales were executed in multiple trades at prices ranging from $18.38 to $18.62. 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. ( 18 )These sales were executed in multiple trades at prices ranging from $17.44 to $17.74. The price reported above reflects the weighted average sale price. Mr. Nieh 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 Peter Nieh.

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.

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).

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