Sec Form 4 Filing - Pandey Dheeraj @ Nutanix, Inc. - 2019-11-27

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 Pandey Dheeraj 2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2019 (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 11/27/2019 S 39,798 ( 1 ) D $ 35.07 ( 2 ) 211,177 D Class A Common Stock 11/29/2019 S 13,900 ( 1 ) D $ 35.5513 ( 3 ) 197,277 D Class A Common Stock 11/29/2019 S 40,260 ( 1 ) D $ 36.6584 ( 4 ) 157,017 D Class A Common Stock 11/29/2019 S 21,335 ( 1 ) D $ 37.1835 ( 5 ) 135,682 D Class A Common Stock 8,077 I See Footnote ( 6 ) Class A Common Stock 10/09/2019 J( 7 ) V 10,000 A $ 0 145,682 D Class A Common Stock 10/09/2019 G( 8 ) V 10,000 D $ 0 135,682 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 ( 9 ) 10/09/2019 J( 7 ) V 10,000 ( 10 ) ( 10 ) Class A Common Stock 10,000 $ 0 5,592,938 I See footnote ( 6 ) Class B Common Stock ( 9 ) ( 10 ) ( 10 ) Class A Common Stock 2,932,000 2,932,000 ( 11 ) I See footnote ( 12 ) Class B Common Stock ( 9 ) ( 10 ) ( 10 ) Class A Common Stock 68,000 68,000 ( 13 ) I See footnote ( 14 ) Class B Common Stock ( 9 ) ( 10 ) ( 10 ) Class A Common Stock 381,218 381,218 I See footnote ( 15 ) Class B Common Stock ( 9 ) ( 10 ) ( 10 ) Class A Common Stock 381,218 381,218 I See footnote ( 15 ) Class B Common Stock ( 9 ) ( 10 ) ( 10 ) Class A Common Stock 381,218 381,218 I See footnote ( 15 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pandey Dheeraj C/O NUTANIX, INC. 1740 TECHNOLOGY DRIVE, SUITE 150 SAN JOSE, CA95110 X CEO and Chairman Signatures /s/ Olive Huang, by power of attorney 12/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale reported was effected pursuant to the Reporting Person's 10b5-1 Plan. ( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $35.00 to $35.21. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. ( 3 )The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $35.06 to $36.05. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. ( 4 )The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $36.09 to $37.085. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. ( 5 )The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $37.09 to $37.38. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. ( 6 )The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees. ( 7 )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. ( 8 )This is a gift to a donor advised charity fund. ( 9 )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. ( 10 )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. ( 11 )The number of shares held by the Pandey 2017 Irrevocable Descendants' Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees, has been updated to reflect non-reportable changes in beneficial ownership since the Reporting Person's last filing. ( 12 )The shares are held of record by the Pandey 2017 Irrevocable Descendants' Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees. ( 13 )The number of shares held by the Pandey Irrevocable Descendants' Trust, for which the Reporting Person's spouse serves as trustee, has been updated to reflect non-reportable changes in beneficial ownership since the Reporting Person's last filing. ( 14 )The shares are held of record by the Pandey Irrevocable Descendants' Trust, for which the Reporting Person's spouse serves as trustee. ( 15 )The shares are held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey's minor children, for which Mr. Pandey and his spouse serve as co-trustees.

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).

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