Statement of Changes in Beneficial Ownership (4)
December 02 2019 - 4:41PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
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
*
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)
11/27/2019 |
(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 | 11/27/2019 | | S | | 39798 (1) | D | $35.07 (2) | 211177 | D | |
Class A Common Stock | 11/29/2019 | | S | | 13900 (1) | D | $35.5513 (3) | 197277 | D | |
Class A Common Stock | 11/29/2019 | | S | | 40260 (1) | D | $36.6584 (4) | 157017 | D | |
Class A Common Stock | 11/29/2019 | | S | | 21335 (1) | D | $37.1835 (5) | 135682 | D | |
Class A Common Stock | | | | | | | | 8077 | I | See Footnote (6) |
Class A Common Stock | 10/9/2019 | | J(7) |
V
| 10000 | A | $0 | 145682 | D | |
Class A Common Stock | 10/9/2019 | | G(8) |
V
| 10000 | D | $0 | 135682 | D | |
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 |
Class B Common Stock | (9) | 10/9/2019 | | J (7) |
V
| | 10000 | (10) | (10) | Class A Common Stock | 10000.0 | $0 | 5592938 | I | See footnote (6) |
Class B Common Stock | (9) | | | | | | | (10) | (10) | Class A Common Stock | 2932000.0 | | 2932000 (11) | I | See footnote (12) |
Class B Common Stock | (9) | | | | | | | (10) | (10) | Class A Common Stock | 68000.0 | | 68000 (13) | I | See footnote (14) |
Class B Common Stock | (9) | | | | | | | (10) | (10) | Class A Common Stock | 381218.0 | | 381218 | I | See footnote (15) |
Class B Common Stock | (9) | | | | | | | (10) | (10) | Class A Common Stock | 381218.0 | | 381218 | I | See footnote (15) |
Class B Common Stock | (9) | | | | | | | (10) | (10) | Class A Common Stock | 381218.0 | | 381218 | I | See footnote (15) |
Explanation of Responses: |
(1) | The sale reported was effected pursuant to the Reporting Person's 10b5-1 Plan. |
(2) | The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $35.00 to $35.21. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. |
(3) | The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $35.06 to $36.05. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. |
(4) | The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $36.09 to $37.085. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. |
(5) | The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $37.09 to $37.38. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request. |
(6) | The shares are held of record by The Pandey Revocable Trust for which the Reporting Person and his spouse serve as trustees. |
(7) | 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. The reporting person has elected to convert his shares of Class B common stock into Class A common stock. |
(8) | This is a gift to a donor advised charity fund. |
(9) | Each share of common stock was 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. |
(10) | 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. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033. |
(11) | The number of shares held by the Pandey 2017 Irrevocable Descendants' Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees, has been updated to reflect non-reportable changes in beneficial ownership since the Reporting Person's last filing. |
(12) | The shares are held of record by the Pandey 2017 Irrevocable Descendants' Trust, for which the Reporting Person and the Reporting Person's spouse serve as co-trustees. |
(13) | The number of shares held by the Pandey Irrevocable Descendants' Trust, for which the Reporting Person's spouse serves as trustee, has been updated to reflect non-reportable changes in beneficial ownership since the Reporting Person's last filing. |
(14) | The shares are held of record by the Pandey Irrevocable Descendants' Trust, for which the Reporting Person's spouse serves as trustee. |
(15) | The shares are held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey's minor children, for which Mr. Pandey and his spouse serve as co-trustees. |
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 | | 12/2/2019 |
**Signature of Reporting Person | Date |
Nutanix (NASDAQ:NTNX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nutanix (NASDAQ:NTNX)
Historical Stock Chart
From Sep 2023 to Sep 2024