Sec Form 4 Filing - Pandey Dheeraj @ Nutanix, Inc. - 2020-12-15

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) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Founder (Last) (First) (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (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 12/15/2020 M 12,500 A $ 0 64,708 D Class A Common Stock 12/15/2020 M 6,250 A $ 0 70,958 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 ( 1 ) 12/15/2020 M 12,500 ( 2 ) ( 2 ) Class A Common Stock 12,500 $ 0 50,000 D Restricted Stock Units ( 1 ) 12/15/2020 M 6,250 ( 3 ) ( 3 ) Class A Common Stock 6,250 $ 0 50,000 D

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 Founder Signatures /s/ Olive Huang, by power of attorney 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock. ( 2 )The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on March 15, 2018, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. As of the date of this report, the Reporting Person is continuing to provide service to the Issuer, as Founder, and will do so until the end of his employment period on December 18, 2020. All RSUs held by the Reporting Person that remain unvested as of December 18, 2020 will be cancelled. ( 3 )The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on March 15, 2019, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. As of the date of this report, the Reporting Person is continuing to provide service to the Issuer, as Founder, and will do so until the end of his employment period on December 18, 2020. All RSUs held by the Reporting Person that remain unvested as of December 18, 2020 will be cancelled.

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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