SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Parks Jeffrey T

(Last)

(First)

(Middle)

C/O RIVERWOOD CAPITAL PARTNERS,

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/29/2017		C		45,021	A	⁽¹⁾	45,021	I	See footnote⁽²⁾
Class A Common Stock	12/29/2017		C		1,962	A	⁽¹⁾	1,962	I	See footnote⁽³⁾
Class A Common Stock	12/29/2017		C		11,291	A	⁽¹⁾	11,291	I	See footnote⁽⁴⁾
Class A Common Stock	12/29/2017		J⁽⁵⁾		45,021	D	⁽⁵⁾	0	I	See footnote⁽²⁾
Class A Common Stock	12/29/2017		J⁽⁵⁾		1,962	D	⁽⁵⁾	0	I	See footnote⁽³⁾
Class A Common Stock	12/29/2017		J⁽⁵⁾		11,291	D	⁽⁵⁾	0	I	See footnote⁽⁴⁾
Class A Common Stock								9,341⁽⁶⁾	I	See footnote⁽⁶⁾
Class A Common Stock								1,463⁽⁷⁾	I	See footnote⁽⁷⁾
Class A Common Stock								8,313⁽⁸⁾	D⁽⁸⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁹⁾	12/29/2017		C			45,021	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	45,021	$0.00	1,367,450	I	See footnote⁽²⁾
Class B Common Stock	⁽⁹⁾	12/29/2017		C			1,962	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,962	$0.00	485,010	I	See footnote⁽³⁾
Class B Common Stock	⁽⁹⁾	12/29/2017		C			11,291	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	11,291	$0.00	558,908	I	See footnote⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Distributed to RC LP, as general partner of such Fund, in accordance with such Fund's limited partnership agreement (such distributions, collectively, the "Funds Distribution"). Such shares of Class A common stock of the Issuer were then distributed by RC LP to partners of RC LP in accordance with such Fund's limited partnership agreement (or, as described in footnote (7) below with respect to certain shares, held in escrow by RC LP for the benefit of certain partners). The RC LP partners receiving shares included The Parks Trust, a trust beneficially owned by the Reporting Person.

6. Reflects shares of Class A common stock of the Issuer received from RC LP by The Parks Trust in connection with the Funds Distributions. Such shares were previously indirectly beneficially owned by the Reporting Person through his indirect pecuniary interest in the Funds.

7. Reflects shares of Class A common stock of the Issuer received by RC LP in connection with the Funds Distributions and 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. Such shares were previously indirectly beneficially owned by the Reporting Person through his indirect pecuniary interest in the Funds.

8. 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

9. 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.

Remarks:

No shares were sold in transactions covered by this report.

	/s/ JEFFREY T PARKS	01/03/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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