X0206 3 2016-09-29 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 Series D Convertible Preferred Stock Common Stock 3531179 I See footnote Series D Convertible Preferred Stock Common Stock 1217430 I See footnote Series D Convertible Preferred Stock Common Stock 1425499 I See footnote The Series D convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "IPO") and has no expiration date. Following the conversion of the Series D convertible preferred stock into common stock and immediately prior to the completion of the IPO, each share of common stock shall be reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7. The shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital, LP ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RC CP 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 the 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 RC CP 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 the 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 RC CP 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 the 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. Exhibit 24 - Power of Attorney /s/ Olive Huang, by power of attorney 2016-09-29