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 *

CANADA PENSION PLAN INVESTMENT BOARD
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)

ONE QUEEN STREET EAST, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2017
(Street)

TORONTO, A6 M5C 2W5
(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

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:

Remarks:
This Form 4 is being filed to indicate that the reporting person is no longer subject to Section 16. The reporting person beneficially owns 2,614,886 shares of class A common stock of the issuer ("Shares"). According to the issuer's latest Form 10-Q filed with the Securities and Exchange Commission on March 10, 2017, the issuer had 49,229,484 Shares outstanding as of February 28, 2017. Based on such information, the reporting person beneficially owns approximately 5.3% of the Shares. Prior to the filing of the issuer's latest Form 10-Q, the 2,614,886 Shares beneficially owned by the reporting person had represented approximately 15.3% of the Shares (based on the 17,100,500 Shares outstanding as of November 30, 2016 reported in the issuer's Form 10-Q filed with the Securities and Exchange Commission on December 8, 2016). The reporting person has ceased to beneficially own at least 10% of the Shares as a result of a change in the aggregate number of Shares outstanding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CANADA PENSION PLAN INVESTMENT BOARD
ONE QUEEN STREET EAST
SUITE 2500
TORONTO, A6 M5C 2W5



Former 10% Owner

Signatures
By: /s/ Patrice Walch-Watson, Name: Patrice Walch-Watson, Title: Senior Managing Director, General Counsel & Corporate Secretary 3/16/2017
** 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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