Sec Form 4 Filing - Mhatre Ravi @ Nutanix, Inc. - 2017-04-04

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 Mhatre Ravi 2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS, 2200 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2017 (Street) MENLO PARK, CA94025 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 Class A Common Stock 04/04/2017 J( 1 ) 2,860,445 D 4,631,331 I By Lightspeed Venture Partners VII, L.P. ( 2 ) ( 3 ) Class A Common Stock 04/04/2017 J( 1 ) 736,565 A 736,565 I By Lightspeed General Partner VII, L.P. ( 4 ) ( 3 ) Class A Common Stock 04/04/2017 J( 5 ) 736,565 D 0 I By Lightspeed General Partner VII, L.P. ( 4 ) ( 3 ) Class A Common Stock 04/04/2017 J( 5 ) 109,851 A 219,704 D Class A Common Stock 04/04/2017 J( 6 ) 1,430,223 D 751,928 I By Lightspeed Venture Partners VIII, L.P. ( 7 ) ( 8 ) Class A Common Stock 04/04/2017 J( 6 ) 332,886 A 332,886 I By Lightspeed General Partner VIII, L.P. ( 9 ) ( 8 ) Class A Common Stock 04/04/2017 J( 10 ) 332,886 D 0 I By Lightspeed General Partner VIII, L.P. ( 9 ) ( 8 ) Class A Common Stock 04/04/2017 J( 10 ) 44,581 A 89,162 I By Mhatre Investments LP - Fund 1 ( 11 )

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 Mhatre Ravi C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA94025 X X Signatures /s/ Ravi Mhatre 04/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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). ( 2 )The shares are held of record by Lightspeed VII. ( 3 )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. ( 4 )The shares are held of record by LGP VII. ( 5 )Represents in-kind distribution by LGP VII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh). ( 6 )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). ( 7 )The shares are held of record by Lightspeed VIII. ( 8 )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. ( 9 )The shares are held of record by LGP VIII. ( 10 )Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh). ( 11 )The shares are held of record by Mhatre Investments LP - Fund 1. Mr. Mhatre serves as the trustee of the general partner of such entity

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