Initial Statement of Beneficial Ownership (3)
September 29 2016 - 6:29PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Sangster David
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/29/2016
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3. Issuer Name
and
Ticker or Trading Symbol
Nutanix, Inc. [NTNX]
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(Last)
(First)
(Middle)
C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
EVP, Operations /
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(Street)
SAN JOSE, CA 95110
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
(1)
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102000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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(2)
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12/8/2021
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Common Stock
(1)
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248000
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$0.49
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D
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Employee Stock Option (right to buy)
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(3)
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11/15/2022
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Common Stock
(1)
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20000
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$1.22
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D
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Employee Stock Option (right to buy)
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(4)
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7/16/2023
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Common Stock
(1)
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50000
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$1.22
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D
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Employee Stock Option (right to buy)
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(5)
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5/19/2024
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Common Stock
(1)
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380000
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$3.20
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D
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Restricted Stock Units
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(6)
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(6)
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Common Stock
(1)
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150000
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(7)
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Shares subject to the option are fully vested and immediately exercisable.
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(
3)
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The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on November 5, 2013 and 1/48th of the shares vest monthly thereafter.
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(
4)
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The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on July 18, 2013.
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(
5)
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The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2015.
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(
6)
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On May 28, 2017, 37,500 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in 9 equal quarterly installments beginning on June 15, 2017.
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(
7)
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Each RSU represents a contingent right to receive one share of Issuer common stock.
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Remarks:
Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sangster David
C/O NUTANIX, INC.
1740 TECHNOLOGY DRIVE, SUITE 150
SAN JOSE, CA 95110
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EVP, Operations
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Signatures
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/s/ Olive Huang, by power of attorney
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9/29/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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