Sec Form 4 Filing - Wall Tyler @ Nutanix, Inc. - 2022-08-25

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 Wall Tyler 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) Chief Legal Officer (Last) (First) (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DR., STE 150 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2022 (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 Class A Common Stock 08/25/2022 A 6,918( 1 ) A $ 0 123,297 D

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 Restricted Stock Units ( 2 ) 08/25/2022 A 90,000 ( 3 ) ( 3 ) Class A Common Stock 90,000 $ 0 90,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wall Tyler C/O NUTANIX, INC. 1740 TECHNOLOGY DR., STE 150 SAN JOSE, CA95110 Chief Legal Officer Signatures /s/ Hae Cheong Chang, Attorney in Fact 08/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 11, 2021, the Reporting Person was granted performance-based restricted stock units ("PRSUs"). The PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2021, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 25, 2022, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 62.6385%, resulting in these shares becoming eligible to vest on September 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date. ( 2 )Each Restricted Stock Unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock. ( 3 )The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting 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 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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