Sec Form 13G Filing - Lightspeed Venture Partners VII L.P. filing for NUTANIX INC (NTNX) - 2019-02-14

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)   This Schedule 13G is filed by Lightspeed Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VII”), Lightspeed General Partner VII, L.P., a Cayman Islands exempted limited partnership (“LGP VII”), Lightspeed Ultimate General Partner VII, Ltd., a Cayman Islands exempted company (“LUGP VII”), Lightspeed Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VIII”), Lightspeed General Partner VIII, L.P., a Cayman Islands exempted limited partnership (“LGP VIII”), Lightspeed Ultimate General Partner VIII, Ltd., a Cayman Islands exempted company (“LUGP VIII”), Lightspeed Venture Partners Select, L.P., a Cayman Islands exempted limited partnership (“Select”) Lightspeed General Partner Select, L.P., a Cayman Islands exempted limited partnership (“LGP Select”), Lightspeed Ultimate General Partner Select, Ltd., a Cayman Islands exempted company (“LUGP Select”), Barry Eggers (“Eggers”), Jeremy Liew (“Liew”), Ravi Mhatre (“Mhatre”), Peter Y. Nieh (“Nieh”) and Christopher J. Schaepe (“Schaepe” and together with Lightspeed VII, LGP VII, LUGP VII, Lightspeed VIII, LGP VIII, LUGP VIII, Select, LGP Select, LUGP Select, Eggers, Liew, Mhatre and Nieh, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 11,441,783 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Issuer’s Form 10-Q filed with the SEC on December 10, 2018 (the “Current 10-Q”), and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 6.4% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 11,441,783 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, LGP VIII beneficially owns 6.4% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 11,441,783 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, LUGP VIII beneficially owns 6.4% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 190,363 shares of Issuer’s Class A Common Stock held by Select.  LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select.  Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Select beneficially owns 0.1% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 190,363 shares of Issuer’s Class A Common Stock held by Select.  LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select.  Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, LGP Select beneficially owns 0.1% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 190,363 shares of Issuer’s Class A Common Stock held by Select.  LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select.  Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, LUGP Select beneficially owns 0.1% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 11,441,783 shares of Class B Common Stock held by Lightspeed VIII and 190,363 shares of Class A Common Stock held by Select.  Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Eggers beneficially owns 6.5% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 190,363 shares of Class A Common Stock held by Select.  LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(3)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Liew beneficially owns 0.1% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 206,350 shares of Issuer’s Class A Common Stock held of record by Mhatre Investments LP — Fund I. Mhatre serves as trustee of the general partner of such entity and accordingly exercises sole voting and dispositive power over such shares.

(3)   Includes 11,441,783 shares of Class B Common Stock held by Lightspeed VIII and 190,363 shares of Class A Common Stock held by Select.  Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(4)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Mhatre beneficially owns 6.8% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes 50,000 shares of Issuer’s Class A Common Stock held of record by Nieh Family Investments LP — Fund I. Nieh serves as co-trustee of the general partner of such entity and accordingly shares voting and dispositive power over such shares

(3)   Includes 11,441,783 shares of Class B Common Stock held by Lightspeed VIII and 190,363 shares of Class A Common Stock held by Select.  Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(4)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Nieh beneficially owns 6.6% of the issuer’s outstanding Common Stock as of November 30, 2018.

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(1)   This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018.

(2)   Includes (a) 113,955 shares of Issuer’s Class A Common Stock held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, and (b) 102,075 shares of Issuer’s Class A Common Stock held of record by Schaepe-Chiu Investments I LP — Fund 1. Schaepe serves as co-trustee of The Schaepe-Chiu Living Trust Dated November 5, 1997 and as co-trustee of the general partner of Schaepe-Chiu Investments I LP — Fund 1, and accordingly shares voting and dispositive power over the shares held by both such entities

(3)   Includes 11,441,783 shares of Class B Common Stock held by Lightspeed VIII and 190,363 shares of Class A Common Stock held by Select.  Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.   Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(4)   The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Current 10-Q, and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B Common Stock).  Based on the total of 179,136,921 shares of Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q, Schaepe beneficially owns 6.6% of the issuer’s outstanding Common Stock as of November 30, 2018.

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Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock, par value $0.000025 per share (“Class A Common Stock&# x94;), of Nutanix, Inc. (the “Issuer”).

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(1)  Includes 11,441,783 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII.  Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VIII and share voting and dispositive power over the shares held by Lightspeed VIII.

(2)  Includes 190,363 shares of Issuer’s Class A Common Stock held by Select.  LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select.  Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.

(3)  Includes 206,350 shares of Issuer’s Class A Common Stock held of record by Mhatre Investments LP — Fund I. Mhatre serves as trustee of the general partner of such entity and accordingly exercises sole voting and dispositive power over such shares.

(4)  Includes 50,000 shares of Issuer’s Class A Common Stock held of record by Nieh Family Investments LP — Fund I. Nieh serves as co-trustee of the general partner of such entity and accordingly shares voting and dispositive power over such shares.

(5)  Includes (a) 113,955 shares of Issuer’s Class A Common Stock held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, and (b) 102,075 shares of Issuer’s Class A Common Stock held of record by Schaepe-Chiu Investments I LP — Fund 1. Schaepe serves as co-trustee of The Schaepe-Chiu Living Trust Dated November 5, 1997 and as co-trustee of the general partner of Schaepe-Chiu Investments I LP — Fund 1, and accordingly shares voting and dispositive power over the shares held by both such entities.

(6)  The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 157,372,335 shares of Class A Common Stock outstanding (which reflects the sum of (x) 145,930,552 shares of Class A Common Stock outstanding as of November 30, 2018, as reported in the Issuer’s Form 10-Q filed with the SEC on December 10, 2018 (the “Current 10-Q”), and (y) 11,441,783 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock).

(7)  The Percent of All Common is based on the total of 179,136,921 shares of the Issuer’s Common Stock (including 33,206,369 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported in the Current 10-Q.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019

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Exhibit(s):

A - Joint Filing Statement

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EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Nutanix, Inc. is filed on behalf of each of us.

Dated: February 14, 2019

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