Statement of Changes in Beneficial Ownership (4)
June 17 2022 - 6:47PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Sivaraman Rukmini |
2. Issuer Name and Ticker or Trading Symbol
Nutanix, Inc.
[
NTNX
]
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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)
1740 TECHNOLOGY DRIVE, SUITE 150 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2022 |
(Street)
SAN JOSE, CA 95110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/15/2022 | | M | | 3750 | A | $0.00 | 73810 | D | |
Class A Common Stock | 6/15/2022 | | M | | 7662 | A | $0.00 | 81472 | D | |
Class A Common Stock | 6/15/2022 | | M | | 2588 | A | $0.00 | 84060 | D | |
Class A Common Stock | 6/16/2022 | | S | | 5083 (1) | D | $13.97 | 78977 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (2) | 6/15/2022 | | M | | | 3750 | (3) | (3) | Class A Common Stock | 3750 | $0.00 | 18750 | D | |
Restricted Stock Unit | (2) | 6/15/2022 | | M | | | 7662 | (4) | (4) | Class A Common Stock | 7662 | $0.00 | 68956 | D | |
Restricted Stock Unit | (2) | 6/15/2022 | | M | | | 2588 | (5) | (5) | Class A Common Stock | 2588 | $0.00 | 33649 | D | |
Explanation of Responses: |
(1) | Represents shares sold to cover the tax liability arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs. |
(2) | Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. |
(3) | The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2019, subject to the
Reporting Person continuing to provide service to the Issuer through each vesting date. |
(4) | The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2020, subject to the
Reporting Person continuing to provide service to the Issuer through each vesting date. |
(5) | The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2021, subject to the
Reporting Person continuing to provide service to the Issuer through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sivaraman Rukmini 1740 TECHNOLOGY DRIVE, SUITE 150 SAN JOSE, CA 95110 |
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| Chief Financial Officer |
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Signatures
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/s/ Carmen Elliott, Attorney in Fact | | 6/17/2022 |
**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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