NTNX Nutanix Inc

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 * Williams Duston	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 Financial Officer
(Last)          (First)          (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DR., STE 150	3. Date of Earliest Transaction (MM/DD/YYYY) 1/3/2022
(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	1/3/2022		A		31250	A	(1)	229822	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	(1)	1/3/2022		C			31250	(1)	(1)	Class A Common Stock	31250	$0.00	0	D
Stock Option (Right to Buy)	$3.20	1/3/2022		J (2)			623750	(3)	6/18/2024	Class B Common Stock	623750	$0.00	0	D
Stock Option (Right to Buy)	$3.20	1/3/2022		J (2)		623750		(3)	6/18/2024	Class A Common Stock	623750	$0.00	623750	D

Explanation of Responses:
(1)	Effective as of January 3, 2022 at 12:01 a.m., New York City time, all outstanding shares of the Issuers Class B common stock automatically converted into the same number of shares of the Issuers Class A common stock, pursuant to the terms of the Issuers Amended and Restated Certificate of Incorporation.
(2)	Upon the automatic conversion described in footnote 1, the outstanding options previously denominated in shares of Class B common stock remained unchanged, except that they now represent the right to receive shares of the Issuers Class A common stock.
(3)	The shares subject to the options are fully vested and exercisable immediately.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Williams Duston C/O NUTANIX, INC. 1740 TECHNOLOGY DR., STE 150 SAN JOSE, CA 95110			Chief Financial Officer

Signatures
/s/ Hae Cheong Chang, Attorney in Fact		1/5/2022
**Signature of Reporting Person		Date