FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

LIGHTSPEED VENTURE PARTNERS VIII LP 		2. Issuer Name and Ticker or Trading Symbol

Nutanix, Inc. [ NTNX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2200 SAND HILL ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/5/2017
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   4/5/2017     S    100000   D $17.6235   (1) 24947   I   By Barry Eggers Revocable Trust dtd 6/4/2008   (2)
Class A Common Stock   4/5/2017     G    8600   D $0   16347   I   By Barry Eggers Revocable Trust dtd 6/4/2008   (2)
Class A Common Stock   4/5/2017     S    43074   D $17.6235   (1) 0   I   By Eggers Investments, L.P.   (3)
Class A Common Stock   4/5/2017     S    50000   D $17.4978   (4) 114947   I   By The Schaepe-Chiu Living Trust Dated 11/5/1997   (5)
Class A Common Stock   4/5/2017     S    50000   D $17.6607   (6) 64947   I   By The Schaepe-Chiu Living Trust Dated 11/5/1997   (5)
Class A Common Stock   4/5/2017     S    14723   D $17.5093   (7) 155179   D   (15)  
Class A Common Stock   4/5/2017     S    46271   D $17.5093   (7) 29590   I   By Nieh Family Investments I LP - Fund 1   (8)
Class A Common Stock   4/6/2017     S    55410   D $18.1001   (9) 99769   D   (15)  
Class A Common Stock   4/6/2017     S    29590   D $18.1001   (9) 0   I   By Nieh Family Investments I LP - Fund 1   (8)
Class A Common Stock                  4631331   I   By Lightspeed Venture Partners VII, L.P.   (10) (11)
Class A Common Stock                  751928   I   By Lightspeed Venture Partners VIII, L.P.   (12) (13)
Class A Common Stock                  86148   I   By Schaepe-Chiu Investments I LP - Fund 1   (14)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  These sales were executed in multiple trades at prices ranging from $17.10 to $17.995. The price reported above reflects the weighted average sale price. Mr. Eggers hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
(2)  The shares are held of record by Barry Eggers Revocable Trust dtd 6/4/2008, for which Barry Eggers serves as trustee.
(3)  The shares are held of record by Eggers Investments, L.P. Barry Eggers serves as trustee of the general partner of such entity.
(4)  These sales were executed in multiple trades at prices ranging from $17.27 to $17.73. The price reported above reflects the weighted average sale price. Mr. Schaepe hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
(5)  The shares are held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, for which Christopher J. Schaepe serves as co-trustee.
(6)  These sales were executed in multiple trades at prices ranging from $17.68 to $17.99. The price reported above reflects the weighted average sale price. Mr. Schaepe hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
(7)  These sales were executed in multiple trades at prices ranging from $17.24 to $17.87. The price reported above reflects the weighted average sale price. Mr. Nieh hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
(8)  The shares are held of record by Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of such entity.
(9)  These sales were executed in multiple trades at prices ranging from $17.85 to $18.26. The price reported above reflects the weighted average sale price. Mr. Nieh hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
(10)  The shares are held of record by Lightspeed VII.
(11)  Lightspeed Ultimate General Partner VII, Ltd. is the sole general partner of Lightspeed General Partner VII, L.P. ("LGP VII"), which is the sole general partner of Lightspeed VII. The individual directors of Lightspeed Ultimate General Partner VII, Ltd. are Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh. Messrs. Schaepe, Eggers, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.
(12)  The shares are held of record by Lightspeed VIII.
(13)  Lightspeed Ultimate General Partner VIII, Ltd. is the sole general partner of Lightspeed General Partner VIII, L.P. ("LGP VIII"), which is the sole general partner of Lightspeed VIII. The individual directors of Lightspeed Ultimate General Partner VIII, Ltd. are Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh. Messrs. Schaepe, Eggers, Mhatre, and Nieh disclaim their beneficial ownership of the shares except to the extent of their pecuniary interest therein.
(14)  The shares are held of record by Schaepe-Chiu Investments I LP - Fund 1. Christopher J. Schaepe serves as co-trustee of the general partner of such entity.
(15)  The shares are held of record by Peter Nieh.

Remarks:
Mr. Mhatre is a director of the Issuer and files a separate report on Form 4 with respect to his beneficial ownership of Issuer securities held by the Lightspeed entities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LIGHTSPEED VENTURE PARTNERS VIII LP
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Lightspeed Venture Partners VII, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Lightspeed General Partner VII, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Lightspeed Ultimate General Partner VII, Ltd.
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Lightspeed General Partner VIII, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Lightspeed Ultimate General Partner VIII, Ltd.
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Eggers Barry
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

Nieh Peter
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X

SCHAEPE CHRISTOPHER J
2200 SAND HILL ROAD
MENLO PARK, CA 94025
X


Signatures
LIGHTSPEED VENTURE PARTNERS VII, L.P. By: Lightspeed General Partner VII, L.P., its general partner By: Lightspeed Ultimate General Partner VII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory 4/7/2017
** Signature of Reporting Person Date

LIGHTSPEED GENERAL PARTNER VII, L.P. By: /s/ Ravi Mhatre 4/7/2017
** Signature of Reporting Person Date

LIGHTSPEED ULTIMATE GENERAL PARTNER VII, LTD. By: /s/ Ravi Mhatre 4/7/2017
** Signature of Reporting Person Date

LIGHTSPEED VENTURE PARTNERS VIII, L.P. By: Lightspeed General Partner VIII, L.P., its general partner By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory 4/7/2017
** Signature of Reporting Person Date

LIGHTSPEED GENERAL PARTNER VIII, L.P. By: /s/ Ravi Mhatre 4/7/2017
** Signature of Reporting Person Date

LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ Ravi Mhatre 4/7/2017
** Signature of Reporting Person Date

BARRY EGGERS By: /s/ Barry Eggers 4/7/2017
** Signature of Reporting Person Date

PETER NIEH By: /s/ Peter Nieh 4/7/2017
** Signature of Reporting Person Date

Christopher J. Schaepe By: /s/ Christopher J. Schaepe 4/7/2017
** 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 4(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.
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