FORM 4
[ X ] 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 *

Khosla Ventures IV, L.P. 		2. Issuer Name and Ticker or Trading Symbol

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

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

2128 SAND HILL ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2017
(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   12/6/2017     C (1)    1550851   A $0.00   1550851   I   See footnote   (2)
Class A Common Stock   12/6/2017     C (1)    99149   A $0.00   99149   I   See footnote   (3)
Class A Common Stock   12/6/2017     J (4)    1550851   D $0.00   0   I   See footnote   (2)
Class A Common Stock   12/6/2017     J (5)    99149   D $0.00   0   I   See footnote   (3)
Class A Common Stock   12/6/2017     J (4)    167326   A $0.00   167326   I   See footnote   (6)
Class A Common Stock   12/6/2017     J (5)    149   A $0.00   167475   I   See footnote   (6)
Class A Common Stock   12/6/2017     J (7)    167475   D $0.00   0   I   See footnote   (6)
Class A Common Stock   12/6/2017     J (7)    163349   A $0.00   163349   I   See footnote   (8)

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) 12/6/2017     C   (1)       1550851      (9)   (9) Class A Common Stock   1550851     (9) 10925569   I   See footnote   (2)
Class B Common Stock     (9) 12/6/2017     C   (1)       99149      (9)   (9) Class A Common Stock   99149     (9) 698491   I   See footnote   (3)

Explanation of Responses:
(1)  Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis.
(2)  Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(3)  Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(4)  On December 6, 2017, 1,550,851 shares of Class A Common Stock held by KV IV were distributed to the limited partners and general partners of KV IV.
(5)  On December 6, 2017, 99,149 shares of Class A Common Stock held by KV IV (CF) were distributed to the limited partners and general partners of KV IV (CF).
(6)  Consists of securities held of record by KVA IV. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KVA IV, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KVA IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(7)  On December 6, 2017, 167,475 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV.
(8)  Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(9)  Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Khosla Ventures IV, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA 94025


Former 10% Owner
Khosla Ventures IV (CF), L.P.
2128 SAND HILL ROAD
MENLO PARK, CA 94025


Former 10% Owner
Khosla Ventures Associates IV, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025


Former 10% Owner
VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025


Former 10% Owner
KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK, CA 94025


Former 10% Owner

Signatures
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV, L.P. 12/8/2017
** Signature of Reporting Person Date

/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV (CF), L.P. 12/8/2017
** Signature of Reporting Person Date

/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC 12/8/2017
** Signature of Reporting Person Date

/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 12/8/2017
** Signature of Reporting Person Date

/s/ John Demeter, as attorney in fact for Vinod Khosla 12/8/2017
** 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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