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Filing Details

Accession Number:: 0000899243-18-002071
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-01-25 21:01:08
Reporting Period:: 2018-01-23

Accepted Time:: 2018-01-25 21:01:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1618732	Nutanix Inc.	NTNX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1550469	T Jeffrey Parks	C/O Riverwood Capital Partners, 70 Willow Road, Suite 100 Menlo Park CA 94025		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2018-01-23	141,776	$0.00	141,776	No	4	C	Indirect	See footnote
Class A Common Stock	Acquisiton	2018-01-23	49,971	$0.00	49,971	No	4	C	Indirect	See footnote
Class A Common Stock	Acquisiton	2018-01-23	58,098	$0.00	58,098	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2018-01-23	141,776	$37.55	0	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2018-01-23	49,971	$37.55	0	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2018-01-23	58,098	$37.55	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2018-01-23	20,502	$0.00	20,502	No	4	C	Indirect	See footnote
Class A Common Stock	Acquisiton	2018-01-23	7,226	$0.00	7,226	No	4	C	Indirect	See footnote
Class A Common Stock	Acquisiton	2018-01-23	8,402	$0.00	8,402	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2018-01-23	20,502	$37.51	0	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2018-01-23	7,226	$37.51	0	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2018-01-23	8,402	$37.51	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2018-01-23	141,776	$0.00	141,776	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2018-01-23	49,971	$0.00	49,971	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2018-01-23	58,098	$0.00	58,098	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2018-01-24	20,502	$0.00	20,502	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2018-01-24	7,226	$0.00	7,226	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2018-01-24	8,402	$0.00	8,402	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,131,225	No	4	C	Indirect
401,750	No	4	C	Indirect
462,106	No	4	C	Indirect
1,110,723	No	4	C	Indirect
394,524	No	4	C	Indirect
453,704	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	9,341	Indirect	See footnote
Class A Common Stock	1,463	Indirect	See footnote
Class A Common Stock	8,313	Direct

Footnotes

Represents shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis in accordance with the terms of the Class B common stock.
The shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital L.P. ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RCGP Ltd."), the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP LP. All investment decisions with respect to the shares held by RCP LP are made by a majority vote of a six-member investment committee, for which the Reporting Person serves as a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The shares are held of record by Riverwood Capital Partners (Parallel-A) L.P. ("RCP Parallel-A"). RC LP, the general partner of RCP Parallel-A, and RCGP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-A. All investment decisions with respect to the shares held by RCP Parallel-A are made by a majority vote of a six-member investment committee, for which the Reporting Person serves as a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The shares are held of record by Riverwood Capital Partners (Parallel-B) L.P. ("RCP Parallel-B" and, each of RCP LP, RCP Parallel-A and RCP Parallel-B, a "Fund"). RC LP, the general partner of RCP Parallel-B, and RCGP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-B. All investment decisions with respect to the shares held by RCP Parallel-B are made by a majority vote of a six-member investment committee, for which the Reporting Person serves as a member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
These sales were executed in multiple trades at prices ranging from $37.50 to $37.68 pursuant to a previously adopted Rule 10b5-1 trading plan. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
These sales were executed in multiple trades at prices ranging from $37.50 to $37.61 pursuant to a previously adopted Rule 10b5-1 trading plan. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
Held by The Parks Trust, a trust beneficially owned by the Reporting Person.
Reflects shares of Class A common stock of the Issuer held in escrow by RC LP for the benefit of The Parks Trust, subject to release to The Parks Trust in accordance with the terms of the Funds' respective limited partnership agreements. The Reporting Person has dispositive power over such shares of Class A common stock held for his benefit by RC LP and bears the investment risk of such shares.
Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs") pursuant to the Issuer's Outside Director Compensation Policy. Pursuant to the terms of the Reporting Person's arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, the Reporting Person is holding the RSUs solely for the benefit of Riverwood Capital and is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood Capital. Therefore, Riverwood Capital may be deemed the indirect beneficial owner of the RSUs. The Reporting Persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by the Reporting Person for purposes of Section 16 or any other purposes.
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.