0000899243-17-026885.txt : 20171117 0000899243-17-026885.hdr.sgml : 20171117 20171117212041 ACCESSION NUMBER: 0000899243-17-026885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171115 FILED AS OF DATE: 20171117 DATE AS OF CHANGE: 20171117 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: 171212508 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 2017-11-15 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 2017-11-15 4 C 0 59467 A 59467 I See footnote Class A Common Stock 2017-11-15 4 C 0 20502 A 20502 I See footnote Class A Common Stock 2017-11-15 4 C 0 24006 A 24006 I See footnote Class A Common Stock 2017-11-15 4 S 0 59467 29.20 D 0 I See footnote Class A Common Stock 2017-11-15 4 S 0 20502 29.20 D 0 I See footnote Class A Common Stock 2017-11-15 4 S 0 24006 29.20 D 0 I See footnote Class A Common Stock 2017-11-16 4 C 0 134887 A 134887 I See footnote Class A Common Stock 2017-11-16 4 C 0 46504 A 46504 I See footnote Class A Common Stock 2017-11-16 4 C 0 54453 A 54453 I See footnote Class A Common Stock 2017-11-16 4 S 0 134887 29.21 D 0 I See footnote Class A Common Stock 2017-11-16 4 S 0 46504 29.21 D 0 I See footnote Class A Common Stock 2017-11-16 4 S 0 54453 29.21 D 0 I See footnote Class A Common Stock 2017-11-17 4 C 0 261158 A 261158 I See footnote Class A Common Stock 2017-11-17 4 C 0 90038 A 90038 I See footnote Class A Common Stock 2017-11-17 4 C 0 105427 A 105427 I See footnote Class A Common Stock 2017-11-17 4 S 0 261158 29.51 D 0 I See footnote Class A Common Stock 2017-11-17 4 S 0 90038 29.51 D 0 I See footnote Class A Common Stock 2017-11-17 4 S 0 105427 29.51 D 0 I See footnote Class B Common Stock 2017-11-15 4 C 0 59467 0.00 D Class A Common Stock 59467 2042031 I See footnote Class B Common Stock 2017-11-15 4 C 0 20502 0.00 D Class A Common Stock 20502 704023 I See footnote Class B Common Stock 2017-11-15 4 C 0 24006 0.00 D Class A Common Stock 24006 824346 I See footnote Class B Common Stock 2017-11-16 4 C 0 134887 0.00 D Class A Common Stock 134887 1907144 I See footnote Class B Common Stock 2017-11-16 4 C 0 46504 0.00 D Class A Common Stock 46504 657519 I See footnote Class B Common Stock 2017-11-16 4 C 0 54453 0.00 D Class A Common Stock 54453 769893 I See footnote Class B Common Stock 2017-11-17 4 C 0 261158 0.00 D Class A Common Stock 261158 1645986 I See footnote Class B Common Stock 2017-11-17 4 C 0 90038 0.00 D Class A Common Stock 90038 567481 I See footnote Class B Common Stock 2017-11-17 4 C 0 105427 0.00 D Class A Common Stock 105427 664466 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, 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, 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"). 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, 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 $29.16 to $29.36 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 $29.16 to $29.43 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 $29.16 to $29.92 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. 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 2017-11-17