NTNX Nutanix Inc

CUSIP No. 67059N108

Page 1 of 7

 

 

 

 

^*   Consists of (i) 4,519,801 shares of Class B common stock, $0.000025 par value per share (“ Class B Shares ”), beneficially held by the SINGH/SAHARAN REVOCABLE TRUST (the “ Revocable Trust ”), and (ii) 500,000 Class B Shares beneficially held by the SINGH/SAHARAN 2014 IRREVOCABLE DESCENDANTS’ TRUST (the “ Irrevocable Trust ”). Ajeet Singh is a co-trustee of both these trusts and, as such, may be deemed to have beneficial ownership of 5,019,801 Class B Shares. Each Class B Share is convertible at any time at the option of the holder into one share of Class A common stock, par value $0.000025 per share (a “ Class A Share ”) (and under certain other circumstances described in the Issuer's prospectus filed under Rule 424(b) (File No. 333-208711) on September 30, 2016).  As such, Ajeet Singh (as co-trustee of both trusts) may be deemed to have beneficial ownership of 5,019,801 Class A Shares.

^†    See Item 4 for more information on calculating this percentage.

 

 

1	NAMES OF REPORTING PERSONS:      Renu Saharan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) q (b) ☒
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION          India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER      0
	6	SHARED VOTING POWER      5,019,801*
	7	SOLE DISPOSITIVE POWER      0
	8	SHARED DISPOSITIVE POWER      5,019,801*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      5,019,801*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                      q
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)          15.5% †
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      IN

1	NAMES OF REPORTING PERSONS:      SINGH/SAHARAN REVOCABLE TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) q (b) ☒
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION          California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER      0
	6	SHARED VOTING POWER      4,519,801*
	7	SOLE DISPOSITIVE POWER      0
	8	SHARED DISPOSITIVE POWER      4,519,801*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      4,519,801*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                                      q
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)          14.1% †
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      OO

 

Item 1.

(a) Name of Issuer :

Nutanix, Inc., a Delaware corporation (the " Issuer ")

(b) Address of Issuer's Principal Executive Offices :

1740 Technology Drive, Suite 150, San Jose CA 95110

Item 2.

(a) Name of Persons Filing :

This Statement on Schedule 13G (the " Statement ") is jointly filed by the following (each a " Reporting Person ") with respect to Class A Shares of the Issuer:

(b) Address of Principal Business Office or, if none, Residence:

c/o Nutanix, Inc.
1740 Technology Drive, Suite 150, San Jose CA 95110

(c) Citizenship:

(d) Title of Class of Securities:

Class A Common Stock, par value $0.000025

(e) CUSIP Number:

67059N108

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

        N/A because this statement is filed pursuant to §240.13d-1(d).

 

 

Item 4.  Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)   Because   each Class B Share is convertible at any time at the option of the holder into one Class A Share (and under certain other circumstances described in the Issuer's prospectus filed under Rule 424(b) (File No. 333-208711) on September 30, 2016), the amount of Class A Shares beneficially owned as of December 31, 2016 by the following Reporting Persons is:

	Ajeet Singh	5,019,801
	Renu Saharan	5,019,801
	Revocable Trust	4,519,801

(b)   The percent of class beneficially owned as of December 31, 2016 by the following Reporting Persons is:

	Ajeet Singh	15.5%
	Renu Saharan	15.5%
	Revocable Trust	14.1%

Percentages based on 27,447,876 Class A Shares outstanding as of December 31, 2016 and assumes the conversion of Class B Shares into Class A Shares such that (i) for Ajeet Singh and Renu Saharan, 32,467,677 Class A Shares are deemed outstanding as of December 31, 2016, and (ii) for the Revocable Trust, 31,967,677 Class A shares are deemed outstanding as of December 31, 2016.

(c)   Number of Class A Shares as to which the Reporting Persons have:

 

    (i)   Sole power to vote or to direct the vote:

          None.

    (ii)   Shared power to vote or to direct the vote:

	Ajeet Singh	5,019,801
	Renu Saharan	5,019,801
	Revocable Trust	4,519,801

    (iii)   Sole power to dispose or to direct the disposition of:

          None.

    (iv)   Shared power to dispose or to direct the disposition of:

 

	Ajeet Singh	5,019,801
	Renu Saharan	5,019,801
	Revocable Trust	4,519,801

 

 

 

Item 5.  Ownership of Five Percent or Less of a Class

 

        Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.  Identification and Classification of Members of the Group

Not applicable.

 

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

       
Dated :  May 19, 2017