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 ^*

Mhatre Ravi

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)

2200 SAND HILL ROAD

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

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

(Street)

MENLO PARK, CA 94025

(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⁾	435115	I	See footnote ⁽²⁾
Common Stock ⁽¹⁾	190363	I	See footnote ⁽³⁾

*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)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock ⁽¹⁾	11139598	⁽⁴⁾	I	See footnote ⁽²⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock ⁽¹⁾	6542304	⁽⁴⁾	I	See footnote ⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽¹⁾	3707948	⁽⁶⁾	I	See footnote ⁽²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽¹⁾	2177683	⁽⁶⁾	I	See footnote ⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽¹⁾	2347024	⁽⁷⁾	I	See footnote ⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽¹⁾	1378411	⁽⁷⁾	I	See footnote ⁽⁵⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock ⁽¹⁾	432187	⁽⁸⁾	I	See footnote ⁽²⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock ⁽¹⁾	253824	⁽⁸⁾	I	See footnote ⁽⁵⁾

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 (the "IPO") in an exempt transaction pursuant to Rule 16b-7.
( 2)	The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of Lightspeed VIII. As a director of LUGP VIII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VIII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 3)	The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). As a director of the ultimate general partner of Lightspeed Select, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed Select. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 4)	The Series A convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.
( 5)	The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII"). Lightspeed Ultimate General Partner VII, Ltd. ("LUGP VII") is the sole general partner of Lightspeed General Partner VII, L.P., which serves as the sole general partner of Lightspeed VII. As a director of LUGP VII, the reporting person shares voting and dispositive power with respect to the shares held of record by Lightspeed VII. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 6)	The Series B convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.
( 7)	The Series C convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.
( 8)	The Series D convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

Remarks:
Exhibit 24- Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mhatre Ravi 2200 SAND HILL ROAD MENLO PARK, CA 94025	X	X

Signatures
/s/ Ravi Mhatre		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.
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