0000950170-24-086218.txt : 20240724 0000950170-24-086218.hdr.sgml : 20240724 20240724201629 ACCESSION NUMBER: 0000950170-24-086218 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240722 FILED AS OF DATE: 20240724 DATE AS OF CHANGE: 20240724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Humphrey David CENTRAL INDEX KEY: 0001557605 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37883 FILM NUMBER: 241139420 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL PARTNERS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nutanix, Inc. CENTRAL INDEX KEY: 0001618732 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology 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 ownership.xml 4 X0508 4 2024-07-22 false 0001618732 Nutanix, Inc. NTNX 0001557605 Humphrey David C/O BAIN CAPITAL INVESTORS, LLC 200 CLARENDON STREET BOSTON MA 02116 true false false false false Class A Common Stock 2024-07-22 4 M false 16854032 0.00 A 16854032 I See Footnotes Class A Common Stock 37100 D 2.50% Convertible Senior Notes due 2026 27.75 2024-07-22 4 M false 817632828 0 D Class A Common Stock 16854032 0 I See footnotes Represents shares of the Issuer's common stock acquired directly by BCPE Nucleon (DE) SPV, LP ("BCPE Nucleon") upon conversion of its $817,632,828 aggregate principal amount of 2.50% convertible notes due 2026, which was settled with $817,632,828 in cash on July 1, 2024 and, upon the expiration of the receipt of required regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, which occurred on July 22, 2024, 16,854,032 shares of Class A common stock. In accordance with the indenture governing the notes, the conversion obligation was calculated based on a 25-trading day trailing volume-weighted average price of Class A common stock of approximately $65.51 per share, with the principal amount of the convertible notes settled in cash and the remainder settled in Class A common stock. David Humphrey is a Partner of Bain Capital Investors, LLC ("BCI"), the ultimate general partner of BCPE Nucleon. Voting and investment decisions with respect to securities held by BCPE Nucleon are made by the partners of BCI. As a result, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by BCPE Nucleon. Mr. Humphrey disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The amount reported includes 6,088 unvested restricted stock units, which are issuable into shares of the Issuer's Class A common stock upon vesting. The conversion rate of 36.0360 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $27.75 per share of Common Stock. In accordance with an investment agreement, dated as of August 26, 2020, as amended on September 24, 2020, the BCPE Nucleon is restricted from converting the Convertible Notes prior to the earlier of (i) the date that is 12 months from the date of issuance and (ii) immediately prior to the consummation of any change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer or a fundamental change, in each case, subject to certain exceptions. Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the close of business on the scheduled trading day immediately preceding the maturity date. The Convertible Notes mature on September 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. /s/ David Humphrey 2024-07-24