SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Parks Jeffrey T

(Last)

(First)

(Middle)

C/O RIVERWOOD CAPITAL PARTNERS

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2016

3. Issuer Name and Ticker or Trading Symbol
Nutanix, Inc. [ NTNX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	3,531,179	⁽¹⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,217,430	⁽¹⁾	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,425,499	⁽¹⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. The Series D convertible preferred stock shall automatically convert into common stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "IPO") and has no expiration date.

2. Following the conversion of the Series D convertible preferred stock into common stock and immediately prior to the completion of the IPO, each share of common stock shall be reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7.

3. The shares are held of record by Riverwood Capital Partners L.P. ("RCP LP"). Riverwood Capital, LP ("RC LP"), the general partner of RCP LP, and Riverwood Capital GP Ltd. ("RC CP Ltd."), the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP LP. All investment decisions with respect to the shares held by the RCP LP are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. The shares are held of record by Riverwood Capital Partners (Parallel-A) L.P. ("RCP Parallel-A"). RC LP, the general partner of RCP Parallel-A, and RC CP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-A. All investment decisions with respect to the shares held by the RCP Parallel-A are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. The shares are held of record by Riverwood Capital Partners (Parallel-B) L.P. ("RCP Parallel-B"). RC LP, the general partner of RCP Parallel-B, and RC CP Ltd., the general partner of RC LP, share voting and dispositive power with respect to the shares held directly by RCP Parallel-B. All investment decisions with respect to the shares held by the RCP Parallel-B are made by a majority vote of a six-member investment committee, for which the reporting person serves as a member. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Olive Huang, by power of attorney	09/29/2016
	** 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 5 (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).
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