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
                                                                                  
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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 *

Potti Sunil 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Product/Development Ofcr
(Last)          (First)          (Middle)

C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/13/2017
(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   10/13/2017     M    43750   A $0   158353   (1) D    
Class A Common Stock   10/16/2017     S    10000   (2) D $26.8691   (3) 148353   D    
Class A Common Stock   10/17/2017     F    17938   (4) D $26.51   130415   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
Restricted Stock Units     (5) 10/13/2017     M         43750      (6)   (6) Class A Common Stock   43750.0   $0   315179   D    

Explanation of Responses:
(1)  Number of shares owned includes shares acquired under the Nutanix, Inc. Employee Stock Purchase Plan ("ESPP") on September 20, 2017.
(2)  The sale reported was effected pursuant to the Reporting Person's 10b5-1 Plan.
(3)  The price reported is a weighted average price. These shares were sold in multiple transactions at sale prices ranging from $26.54 to $27.48. The Reporting Person undertakes to provide the full information regarding the number of shares sold at each separate price upon further request.
(4)  Represents shares sold to cover the tax liability arising from the vesting of Reporting Persons's Restricted Stock Unit, or RSU.
(5)  Each RSU represents a contingent right to receive one share of Issuer common stock.
(6)  On April 28, 2017, 393,750 RSUs vested and became issuable and an additional (i) 306,250 RSUs vest in 11 equal quarterly installments beginning on July 13, 2017; (ii) 50,000 RSUs vest in 14 equal quarterly installments beginning on July 28, 2017; and (iii) 50,000 RSUs vest in 16 equal quarterly installments beginning on January 28, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Potti Sunil
C/O NUTANIX, INC.
1740 TECHNOLOGY DRIVE, SUITE 150
SAN JOSE, CA 95110

Chief Product/Development Ofcr

Signatures
/s/ Olive Huang, by power of attorney 10/17/2017
** 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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