X0306 4 2016-10-05 0 0001618732 Nutanix, Inc. NTNX 0001685495 Pandey Dheeraj C/O NUTANIX, INC. 1740 TECHNOLOGY DRIVE, SUITE 150 SAN JOSE CA 95110 1 1 0 0 CEO and Chairman Common Stock 2016-10-05 4 J 0 4756592 D 0 I See footnote Common Stock 2016-10-05 4 J 0 2500000 D 0 I See footnote Common Stock 2016-10-05 4 J 0 2000000 D 0 I See footnote Common Stock 2016-10-05 4 J 0 500000 D 0 I See footnote Class B Common Stock 2016-10-05 4 J 0 4756592 0.00 A Class A Common Stock 4756592 4756592 I See footnote Class B Common Stock 2016-10-05 4 J 0 2500000 0.00 A Class A Common Stock 2500000 2500000 I See footnote Class B Common Stock 2016-10-05 4 J 0 2000000 0.00 A Class A Common Stock 2000000 2000000 I See footnote Class B Common Stock 2016-10-05 4 J 0 500000 0.00 A Class A Common Stock 500000 500000 I See footnote Employee Stock Option (right to buy) 0.49 2016-10-05 4 J 0 886000 0.00 D 2022-03-27 Common Stock 886000 0 D Employee Stock Option (right to buy) 0.49 2016-10-05 4 J 0 886000 0.00 A 2022-03-27 Class B Common Stock 886000 886000 D Employee Stock Option (right to buy) 0.49 2016-10-05 4 J 0 705000 0.00 D 2022-06-12 Common Stock 705000 0 D Employee Stock Option (right to buy) 0.49 2016-10-05 4 J 0 705000 0.00 A 2022-06-12 Class B Common Stock 705000 705000 D Employee Stock Option (right to buy) 12.00 2016-10-05 4 J 0 500000 0.00 D 2026-09-16 Common Stock 500000 0 D Employee Stock Option (right to buy) 12.00 2016-10-05 4 J 0 500000 0.00 A 2026-09-16 Class B Common Stock 500000 500000 D Restricted Stock Units 2016-10-05 4 J 0 600000 0.00 D Common Stock 600000 0 D Restricted Stock Units 2016-10-05 4 J 0 600000 0.00 A Class B Common Stock 600000 600000 D Each share of common stock was reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock in an exempt transaction pursuant to Rule 16b-7. The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees. The shares are held of record by The Pandey Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustee. The shares are held of record by The Pandey 2016 Annuity Trust for which the Reporting Person serves as trustee. The shares are held of record by The Swapna Pandey 2014 Irrevocable Descendant's Trust for which the Reporting Person serves as trustee. 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. Shares subject to the option are fully vested and immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on October 16, 2016. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer common stock. On April 28, 2017, 450,000 RSUs vest and become issuable and the remaining RSUs vest in four equal quarterly installments beginning on July 15, 2017. /s/ Olive Huang, by power of attorney 2016-10-05