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 *
RAMASWAMI RAJIV
  2. Issuer Name and Ticker or Trading Symbol
Nutanix, Inc. [NTNX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O NUTANIX, INC., 1740 TECHNOLOGY DR., SUITE 150		 3. Date of Earliest Transaction (Month/Day/Year)
09/15/2024
(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 09/15/2024   M   23,663 A $ 0 808,444 D  
Class A Common Stock 09/15/2024   M   58,446 A $ 0 866,890 D  
Class A Common Stock 09/15/2024   M   8,628 A $ 0 875,518 D  
Class A Common Stock 09/15/2024   M   17,207 A $ 0 892,725 D  
Class A Common Stock 09/15/2024   M   15,884 A $ 0 908,609 D  
Class A Common Stock 09/15/2024   F   269,595 (1) D $ 59.06 639,014 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
Restricted Stock Units (2) 09/15/2024   M     23,663   (3)   (3) Class A Common Stock 23,663 $ 0 23,663 D  
Restricted Stock Units (2) 09/15/2024   M     58,446   (4)   (4) Class A Common Stock 58,446 $ 0 58,447 D  
Restricted Stock Units (2) 09/15/2024   M     8,628   (5)   (5) Class A Common Stock 8,628 $ 0 34,512 D  
Restricted Stock Units (2) 09/15/2024   M     17,207   (6)   (6) Class A Common Stock 17,207 $ 0 137,651 D  
Restricted Stock Units (2) 09/15/2024   M     15,884   (7)   (7) Class A Common Stock 15,884 $ 0 190,614 D  
Restricted Stock Units (2)               (8)   (8) Class A Common Stock 136,116   136,116 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RAMASWAMI RAJIV
C/O NUTANIX, INC.
1740 TECHNOLOGY DR., SUITE 150
SAN JOSE, CA 95110		   X     President and CEO  

Signatures

 /s/ Raymond Hum, Attorney in Fact   09/17/2024
**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) Represents shares withheld by the Issuer to satisfy tax withholding obligations 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 the Issuer's Class A common stock.
(3) The RSUs vested as to 25% of the underlying shares on December 15, 2021, with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
(4) As previously reported, on December 9, 2020, the Reporting Person was granted a target number of 703,117 performance-based RSUs ("PRSUs") subject to two stock price milestones. 133% of the target number of PRSUs became eligible to vest upon achievement of both milestones. The eligible PRSUs vested as to 25% of the underlying shares on December 15, 2021, with 1/16th of the remaining shares vesting quarterly thereafter, 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.
(6) The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
(7) The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
(8) The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on December 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.

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