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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOMO STEVEN J C/O NUTANIX, INC. 1740 TECHNOLOGY DR., SUITE 150 SAN JOSE, CA 95110 |
X | |||
| /s/ Raymond Hum, Attorney in Fact | 03/05/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects a gift to a donor advised fund that was not previously reported. |
| (2) | Includes an aggregate of 32,462 shares transfered from the Reporting Person to The Steven & Chris Gomo Trust ("Trust 1"). Such transfers did not change the Reporting Person's pecuniary interest in the securities, and the Reporting Person's ownership changed from direct to indirect ownership. The Reporting Person's Form 4 filed on December 12, 2023 overreported the amount of shares beneficially owned by 9 shares. The Reporting Person's beneficial ownership has been corrected on this Form 4. |
| (3) | The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.10 to $64.21 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | Reflects total number of shares held by Trust 1 as of the date of this report, following the transfers reflected in footnotes 1, 2 , 3 and 5. |
| (5) | Includes an aggregate of 96,200 shares transferred from Trust 1 to The Chris Gomo Legacy Trust ("Trust 2") on December 8, 2021. Such transfer did not change the Reporting Person's pecuniary interest in the securities. |
| (6) | Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs"), which will vest in full on the earlier of (i) the day prior to the next annual meeting of the Issuer's shareholders held after the date of grant or (ii) the one-year anniversary of the date of grant, in each case, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. |