NTNX Nutanix Inc

[ ] 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 * Pandey Dheeraj	2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX ]	5. 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
(Last)          (First)          (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150	3. Date of Earliest Transaction (MM/DD/YYYY) 9/15/2019
(Street) SAN JOSE, CA 95110 (City)        (State)        (Zip)	4. 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 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	9/15/2019		M		12500	A	$0	254214	D
Class A Common Stock	9/15/2019		M		6250	A	$0	260464	D
Class A Common Stock								8077	I	See Footnote (1)

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
Restricted Stock Units	(2)	9/15/2019		M			12500	(3)	(3)	Class A Common Stock	12500.0	$0	112500	D
Restricted Stock Units	(2)	9/15/2019		M			6250	(4)	(4)	Class A Common Stock	6250.0	$0	81250	D
Class B Common Stock	(5)	9/16/2019		J (6)	V		1516225	(5)	(5)	Class A Common Stock	1516225.0	$0	0	I	See footnote (7)
Class B Common Stock	(5)	9/16/2019		J (6)	V	372571		(5)	(5)	Class A Common Stock	372571.0	$0	5602938	I	See footnote (1)
Class B Common Stock	(5)	9/16/2019		J (6)	V	381218		(5)	(5)	Class A Common Stock	381218.0	$0	381218	I	See footnote (8)
Class B Common Stock	(5)	9/16/2019		J (6)	V	381218		(5)	(5)	Class A Common Stock	381218.0	$0	381218	I	See footnote (8)
Class B Common Stock	(5)	9/16/2019		J (6)	V	381218		(5)	(5)	Class A Common Stock	381218.0	$0	381218	I	See footnote (8)

Explanation of Responses:
(1)	The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees.
(2)	Each Restricted Stock Unit, or RSU, represents a contingent right to receive one share of Issuer common stock.
(3)	The RSUs vest in 16 equal quarterly installments beginning on March 15, 2018, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.
(4)	The RSUs vest in 16 equal quarterly installments beginning on March 15, 2019, subject to Reporting Person continuing to provide service to the Issuer through the applicable vesting dates.
(5)	Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
(6)	The shares were transferred pursuant to a gift transfer.
(7)	The shares are held of record by The Pandey 2016 Annuity Trust for which the Reporting Person serves as trustee.
(8)	The shares are held of record by the Pandey 2016 Annuity trust, for which the Reporting Person serves as trustee, for the benefit of the Reporting Person's minor child.

Reporting Owners
Reporting Owner Name / Address	Relationships
	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		9/17/2019
**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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