Sec Form 4 Filing - Sangster David @ Nutanix, Inc. - 2017-03-22

Insider filing report for Changes in Beneficial Ownership
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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
Sangster David
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)
EVP, Operations
(Last) (First) (Middle)
C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2017
(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 03/22/2017 J( 1 ) 102,000 A 102,000 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
Class B Common Stock ( 1 ) 03/22/2017 J( 1 ) 102,000 ( 1 ) ( 1 ) Class A Common Stock 102,000 $ 0 0 D
Employee Stock Option (right to buy) $ 0.49 03/22/2017 J( 2 ) 248,000 ( 3 ) 12/08/2021 Class B Common Stock 248,000 $ 0 0 D
Employee Stock Option (right to buy) $ 0.49 03/22/2017 J( 2 ) 248,000 ( 3 ) 12/08/2021 Class A Common Stock 248,000 $ 0 248,000 D
Employee Stock Option (right to buy) $ 1.22 03/22/2017 J( 2 ) 20,000 ( 4 ) 11/15/2022 Class B Common Stock 20,000 $ 0 0 D
Employee Stock Option (right to buy) $ 1.22 03/22/2017 J( 2 ) 20,000 ( 4 ) 11/15/2022 Class A Common Stock 20,000 $ 0 20,000 D
Employee Stock Option (right to buy) $ 1.22 03/22/2017 J( 2 ) 50,000 ( 5 ) 07/16/2023 Class B Common Stock 50,000 $ 0 0 D
Employee Stock Option (right to buy) $ 1.22 03/22/2017 J( 2 ) 50,000 ( 5 ) 07/16/2023 Class A Common Stock 50,000 $ 0 50,000 D
Employee Stock Option (right to buy) $ 3.2 03/22/2017 J( 2 ) 380,000 ( 6 ) 05/19/2024 Class B Common Stock 380,000 $ 0 0 D
Employee Stock Option (right to buy) $ 3.2 03/22/2017 J( 2 ) 380,000 ( 6 ) 05/19/2024 Class A Common Stock 380,000 $ 0 380,000 D
Restricted Stock Units ( 7 ) 03/22/2017 J( 8 ) 150,000 ( 9 ) ( 9 ) Class B Common Stock 150,000 $ 0 0 D
Restricted Stock Units ( 7 ) 03/22/2017 J( 8 ) 150,000 ( 9 ) ( 9 ) Class A Common Stock 150,000 $ 0 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sangster David
C/O NUTANIX, INC.
1740 TECHNOLOGY DRIVE, SUITE 150
SAN JOSE, CA95110
EVP, Operations
Signatures
/s/ Olive Huang, by power of attorney 03/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. The reporting person has elected to convert his shares of Class B common stock into Class A common stock.
( 2 )The reporting person has elected to convert the securities underlying his stock options from Class B common stock to Class A common stock.
( 3 )Shares subject to the option are fully vested and immediately exercisable.
( 4 )The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on November 5, 2013 and 1/48th of the shares vest monthly thereafter.
( 5 )The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on July 18, 2013.
( 6 )The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2015.
( 7 )Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock.
( 8 )The reporting person has elected to convert the securities underlying the RSUs from Class B common stock into Class A common stock.
( 9 )On May 28, 2017, 37,500 RSUs vest and become issuable and the remaining RSUs vest in 9 equal quarterly installments beginning on June 15, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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