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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sivaraman Rukmini
  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., SUITE 150		 3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024
(Street)

SAN JOSE, CA 95110		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/26/2024   A   60,375 (1) A $ 0 205,277 D  
Class A Common Stock 08/26/2024   A   33,334 (2) A $ 0 238,611 D  
Class A Common Stock 08/26/2024   A   25,415 (3) A $ 0 264,026 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sivaraman Rukmini
C/O NUTANIX, INC.
1740 TECHNOLOGY DR., SUITE 150
SAN JOSE, CA 95110		       Chief Financial Officer  

Signatures

 /s/ Raymond Hum, Attorney in Fact   08/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On October 11, 2021, the Reporting Person was granted performance-based restricted stock units ("FY 2022 PRSUs"). The FY 2022 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2021, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 26, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, resulting in these shares becoming eligible to vest on September 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
(2) On August 25, 2022, the Reporting Person was granted performance-based restricted stock units ("FY 2023 PRSUs"). The FY 2023 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2022, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 26, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 200% but, under the terms of the FY 2023 PRSUs, the achievement percentage was capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
(3) On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 26, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 200% but, under the terms of the FY 2024 PRSUs, the achievement percentage was capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

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