0000899243-18-002071.txt : 20180125
0000899243-18-002071.hdr.sgml : 20180125
20180125210108
ACCESSION NUMBER: 0000899243-18-002071
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180123
FILED AS OF DATE: 20180125
DATE AS OF CHANGE: 20180125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Parks Jeffrey T
CENTRAL INDEX KEY: 0001550469
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37883
FILM NUMBER: 18549714
MAIL ADDRESS:
STREET 1: C/O RIVERWOOD CAPITAL MANAGEMENT
STREET 2: 70 WILLOW ROAD STE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nutanix, Inc.
CENTRAL INDEX KEY: 0001618732
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 270989767
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0731
BUSINESS ADDRESS:
STREET 1: 1740 TECHNOLOGY DRIVE
STREET 2: SUITE 150
CITY: SAN JOSE
STATE: CA
ZIP: 95110
BUSINESS PHONE: 408-216-8360
MAIL ADDRESS:
STREET 1: 1740 TECHNOLOGY DRIVE
STREET 2: SUITE 150
CITY: SAN JOSE
STATE: CA
ZIP: 95110
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-01-23
0
0001618732
Nutanix, Inc.
NTNX
0001550469
Parks Jeffrey T
C/O RIVERWOOD CAPITAL PARTNERS,
70 WILLOW ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
0
0
Class A Common Stock
2018-01-23
4
C
0
141776
A
141776
I
See footnote
Class A Common Stock
2018-01-23
4
C
0
49971
A
49971
I
See footnote
Class A Common Stock
2018-01-23
4
C
0
58098
A
58098
I
See footnote
Class A Common Stock
2018-01-23
4
S
0
141776
37.55
D
0
I
See footnote
Class A Common Stock
2018-01-23
4
S
0
49971
37.55
D
0
I
See footnote
Class A Common Stock
2018-01-23
4
S
0
58098
37.55
D
0
I
See footnote
Class A Common Stock
2018-01-23
4
C
0
20502
A
20502
I
See footnote
Class A Common Stock
2018-01-23
4
C
0
7226
A
7226
I
See footnote
Class A Common Stock
2018-01-23
4
C
0
8402
A
8402
I
See footnote
Class A Common Stock
2018-01-23
4
S
0
20502
37.51
D
0
I
See footnote
Class A Common Stock
2018-01-23
4
S
0
7226
37.51
D
0
I
See footnote
Class A Common Stock
2018-01-23
4
S
0
8402
37.51
D
0
I
See footnote
Class A Common Stock
9341
I
See footnote
Class A Common Stock
1463
I
See footnote
Class A Common Stock
8313
D
Class B Common Stock
2018-01-23
4
C
0
141776
0.00
D
Class A Common Stock
141776
1131225
I
See footnote
Class B Common Stock
2018-01-23
4
C
0
49971
0.00
D
Class A Common Stock
49971
401750
I
See footnote
Class B Common Stock
2018-01-23
4
C
0
58098
0.00
D
Class A Common Stock
58098
462106
I
See footnote
Class B Common Stock
2018-01-24
4
C
0
20502
0.00
D
Class A Common Stock
20502
1110723
I
See footnote
Class B Common Stock
2018-01-24
4
C
0
7226
0.00
D
Class A Common Stock
7226
394524
I
See footnote
Class B Common Stock
2018-01-24
4
C
0
8402
0.00
D
Class A Common Stock
8402
453704
I
See footnote
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.
/s/ JEFFREY T PARKS
2018-01-25