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 * Williams Duston	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., STE 150	3. Date of Earliest Transaction (MM/DD/YYYY) 3/15/2021
(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	3/15/2021		M		7500	A	$0.00	258617	D
Class A Common Stock	3/15/2021		M		6250	A	$0.00	264867	D
Class A Common Stock	3/15/2021		M		9375	A	$0.00	274242	D
Class A Common Stock	3/15/2021		M		14734	A	$0.00	288976	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)	3/15/2021		M			7500	(2)	(2)	Class A Common Stock	7500	$0.00	22500	D
Restricted Stock Units	(1)	3/15/2021		M			6250	(3)	(3)	Class A Common Stock	6250	$0.00	43750	D
Restricted Stock Units	(1)	3/15/2021		M			9375	(4)	(4)	Class A Common Stock	9375	$0.00	93750	D
Restricted Stock Units	(1)	3/15/2021		M			14734	(5)	(5)	Class A Common Stock	14734	$0.00	206279	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.
(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.
(4)	The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on December 15, 2019, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.
(5)	The RSUs will vest in 16 equal quarterly installments, with the first of such quarterly installments to vest on December 15, 2020, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Williams Duston C/O NUTANIX, INC. 1740 TECHNOLOGY DR., STE 150 SAN JOSE, CA 95110			Chief Financial Officer

Signatures
/s/ Olive Huang, by power of attorney		3/16/2021
**Signature of Reporting Person		Date