Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Pandey Dheeraj

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/29/2016

3. Issuer Name and Ticker or Trading Symbol

Nutanix, Inc. [NTNX]

(Last) (First) (Middle)

C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
CEO and Chairman /

(Street)

SAN JOSE, CA 95110

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	4756592	I	See footnote ⁽²⁾
Common Stock ⁽¹⁾	2500000	I	See footnote ⁽³⁾
Common Stock ⁽¹⁾	2000000	I	See footnote ⁽⁴⁾
Common Stock ⁽¹⁾	500000	I	See footnote ⁽⁵⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁶⁾	3/27/2022	Common Stock ⁽¹⁾	886000	$0.49	D
Employee Stock Option (right to buy)	⁽⁶⁾	6/12/2022	Common Stock ⁽¹⁾	705000	$0.49	D
Employee Stock Option (right to buy)	⁽⁷⁾	9/16/2026	Common Stock ⁽¹⁾	500000	$12.00	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock ⁽¹⁾	600000	⁽⁹⁾	D

Explanation of Responses:
( 1)	Each share of common stock shall be 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.
( 2)	The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.
( 3)	The shares are held of record by The Pandey Irrevocable Descendants' Trust for which the Reporting Person's spouse serves as trustee.
( 4)	The shares are held of record by The Pandey 2016 Annuity Trust for which the Reporting Person serves as trustee.
( 5)	The shares are held of record by The Swapna Pandey 2014 Irrevocable Descendant's Trust for which the Reporting Person serves as trustee.
( 6)	Shares subject to the option are fully vested and immediately exercisable.
( 7)	Shares subject to the option vest in 48 equal monthly installments beginning on October 16, 2016.
( 8)	On April 28, 2017, 450,000 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in four equal quarterly installments beginning on July 15, 2017.
( 9)	Each RSU represents a contingent right to receive one share of Issuer common stock.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pandey Dheeraj C/O NUTANIX, INC. 1740 TECHNOLOGY DRIVE, SUITE 150 SAN JOSE, CA 95110	X		CEO and Chairman

Signatures
/s/ Olive Huang, by power of attorney		9/29/2016
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.