Statement of Changes in Beneficial Ownership (4)

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

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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

1. Name and Address of Reporting Person * Pandey Dheeraj	2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    __X__ Other (specify below) Founder
(Last)          (First)          (Middle) C/O NUTANIX, INC., 1740 TECHNOLOGY DRIVE, SUITE 150	3. Date of Earliest Transaction (MM/DD/YYYY) 12/15/2020
(Street) SAN JOSE, CA 95110 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/15/2020		M		12500	A	$0	64708	D
Class A Common Stock	12/15/2020		M		6250	A	$0	70958	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	12/15/2020		M			12500	(2)	(2)	Class A Common Stock	12500.0	$0	50000	D
Restricted Stock Units	(1)	12/15/2020		M			6250	(3)	(3)	Class A Common Stock	6250.0	$0	50000	D

Explanation of Responses:
(1)	Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer's Class A common stock.
(2)	The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on March 15, 2018, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. As of the date of this report, the Reporting Person is continuing to provide service to the Issuer, as Founder, and will do so until the end of his employment period on December 18, 2020. All RSUs held by the Reporting Person that remain unvested as of December 18, 2020 will be cancelled.
(3)	The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on March 15, 2019, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. As of the date of this report, the Reporting Person is continuing to provide service to the Issuer, as Founder, and will do so until the end of his employment period on December 18, 2020. All RSUs held by the Reporting Person that remain unvested as of December 18, 2020 will be cancelled.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pandey Dheeraj C/O NUTANIX, INC. 1740 TECHNOLOGY DRIVE, SUITE 150 SAN JOSE, CA 95110		X		Founder

Signatures
/s/ Olive Huang, by power of attorney		12/15/2020
**Signature of Reporting Person		Date