Sec Form 4 Filing - Vadakkedath Sudheesh Nair @ Nutanix, Inc. - 2016-10-05

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 Vadakkedath Sudheesh Nair 2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2016 (Street) SAN JOSE, CA95110 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 Common Stock 10/05/2016 J( 1 ) 327,500 D 0 D Common Stock 10/05/2016 J( 1 ) 180,000 D 0 I See footnote ( 2 )

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 Class B Common Stock ( 1 ) 10/05/2016 J( 1 ) 327,500 ( 3 ) ( 3 ) Class A Common Stock 327,500 $ 0 327,500 D Class B Common Stock ( 1 ) 10/05/2016 J( 1 ) 180,000 ( 3 ) ( 3 ) Class A Common Stock 180,000 $ 0 180,000 I See footnote ( 2 ) Employee Stock Option (right to buy) $ 0.49 10/05/2016 J( 1 ) 40,000 ( 4 ) 03/15/2022 Common Stock ( 1 ) 40,000 $ 0 0 D Employee Stock Option (right to buy) $ 0.49 10/05/2016 J( 1 ) 40,000 ( 4 ) 03/15/2022 Class B Common Stock ( 1 ) 40,000 $ 0 40,000 D Employee Stock Option (right to buy) $ 1.22 10/05/2016 J( 1 ) 370,000 ( 4 ) 05/13/2023 Common Stock ( 1 ) 370,000 $ 0 0 D Employee Stock Option (right to buy) $ 1.22 10/05/2016 J( 1 ) 370,000 ( 4 ) 05/13/2023 Class B Common Stock ( 1 ) 370,000 $ 0 370,000 D Employee Stock Option (right to buy) $ 3.2 10/05/2016 J( 1 ) 900,000 ( 5 ) 05/19/2024 Common Stock ( 1 ) 900,000 $ 0 0 D Employee Stock Option (right to buy) $ 3.2 10/05/2016 J( 1 ) 900,000 ( 5 ) 05/19/2024 Class B Common Stock ( 1 ) 900,000 $ 0 900,000 D Restricted Stock Units ( 6 ) 10/05/2016 J( 1 ) 500,000 ( 7 ) ( 7 ) Common Stock ( 1 ) 500,000 $ 0 0 D Restricted Stock Units ( 6 ) 10/05/2016 J( 1 ) 500,000 ( 7 ) ( 7 ) Class B Common Stock ( 1 ) 500,000 $ 0 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vadakkedath Sudheesh Nair C/O NUTANIX, INC. 1740 TECHNOLOGY DRIVE, SUITE 150 SAN JOSE, CA95110 President Signatures /s/ Olive Huang, by power of attorney 10/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of common stock was 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 )Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033. ( 4 )Shares subject to the option are fully vested and immediately exercisable. ( 5 )The option is subject to an early exercise provision and is immediately exercisable. As of the date of this report, 525,000 shares subject to the option are fully vested and the remaining 375,000 shares vest in 30 equal monthly installments beginning on November 1, 2016. ( 6 )Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock. ( 7 )On April 28, 2017, 125,000 RSUs vest and become issuable and the remaining RSUs vest in 15 equal quarterly installments beginning on July 1, 2017.

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