Sec Form 13G Filing - Pandey Dheeraj filing for Nutanix Inc. (NTNX) - 2021-02-12

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

CUSIP No. 67059N108

  Name of Reporting Person.

  Dheeraj Pandey

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  2,152,628 ⁽¹⁾

  Shared Voting Power

  8,723,472 ⁽²⁾

  Sole Dispositive Power

  2,152,628 ⁽¹⁾

  Shared Dispositive Power

  8,723,472 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  10,876,100 ^(1)(2)(3)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.3% ^(3)(4)(5)

  Type of Reporting Person

  IN

Consists of (i) 61,628 shares of the Issuer’s Class A common stock held of record by the Reporting Person, and (ii) 2,091,000 shares of the Issuer’s Class B common stock held by the Reporting Person that are subject to outstanding options that are exercisable within 60 days of December 31, 2020. The Reporting Person has sole voting power and sole dispositive power with respect to these shares.

Consists of (i) 4,579,818 shares of the Issuer’s Class B common stock held of record by The Pandey Revocable Trust, for which the Reporting Person and the Reporting Person’s spouse serve as co-trustees, (ii) 2,467,385 shares of the Issuer’s Class B common stock held of record by the Pandey Irrevocable Descendants’ Trust for which the Reporting Person’s spouse serves as trustee, (iii) 532,615 shares of the Issuer’s Class B common stock held of record by The Pandey 2017 Irrevocable Descendant’s Trust, for which the Reporting Person and the Reporting Person’s spouse serve as co-trustees, (iv) 381,218 shares of the Issuer’s Class B common stock held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey’s minor children, for which the Reporting Person and the Reporting Person’s spouse serve as co-trustees, (v) 381,218 shares of the Issuer’s Class B common stock held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey’s minor children, for which the Reporting Person and the Reporting Person’s spouse serve as co-trustees, and (vi) 381,218 shares of the Issuer’s Class B common stock held of record by the Pandey 2016 Annuity Trust FBO one of Mr. Pandey’s minor children, for which the Reporting Person and the Reporting Person’s spouse serve as co-trustees.

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers as described in the Issuer’s Amended and Restated Certificate of Incorporation.

The percentage reported assumes the exercise of all options held by the Reporting Person that are exercisable within 60 days of December 31, 2020 and the conversion of all of the Reporting Persons’ Class B common stock into Class A common stock, resulting in a total of 10,876,100 shares of the Issuer’s Class A common stock outstanding. The percentage reported is based on the total of 204,116,654 shares of common stock (which reflects the sum of (x) 193,334,764 shares of Class A common stock, and (y) 10,781,890 shares of Class B common stock) outstanding as of December 31, 2020.

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 10,814,472 shares of Class B common stock and 61,628 shares of Class A common stock held by the Reporting Person represent 33.6% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office, or if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

Amount Beneficially Owned

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or direct the vote:

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of: