SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Nutanix, Inc.

(Name of Issuer)

Class A Common Stock, $0.000025 par value per share

(Title of Class of Securities)

67059N108

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

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

☐ 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.

The information required in 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	NAMES OF REPORTING PERSONS Khosla Ventures IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐    (b)  ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 8,716,781 (2)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 8,716,781 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,716,781 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) This statement on Schedule 13G is filed by Khosla Ventures IV, L.P. (“KV IV”), Khosla Ventures IV (CF), L.P. (“KV IV (CF)”), Khosla Ventures Associates IV, LLC (“KVA IV”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with KV IV, KV IV (CF), KVA IV and VK Services, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) All of the shares of Class A Common Stock beneficially owned by KV IV are comprised of Class B Common Stock held by KV IV. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV. As such, each of KVA IV, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV IV, and each of KVA IV, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

(3) The percentages set forth on the cover sheets assume conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 110,438,830 shares of the Class A Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 13, 2017 (the “Quarterly Report”). Assuming conversion of all of the Issuer’s Class B common stock into Class A Common Stock, such Reporting Person’s percentage would be 5.4% of the total outstanding shares of the Issuer, based on 110,438,830 shares of Class A Common Stock and 49,986,397 shares of Class B common stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report.

1	NAMES OF REPORTING PERSONS Khosla Ventures IV (CF), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐    (b)  ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 557,279 (2)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 557,279 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 557,279 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) All of the shares of Class A Common Stock beneficially owned by KV IV (CF) are comprised of Class B Common Stock held by KV IV (CF). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV (CF). As such, each of KVA IV, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV IV (CF), and each of KVA IV, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

(3) The percentages set forth on the cover sheets assume conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 110,438,830 shares of the Class A Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report. Assuming conversion of all of the Issuer’s Class B Common Stock into Class A Common Stock, such Reporting Person’s percentage would be 0.3% of the total outstanding shares of the Issuer, based on 110,438,830 shares of Class A Common Stock and 49,986,397 shares of Class B Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report.

1	NAMES OF REPORTING PERSONS Khosla Ventures Associates IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐    (b)  ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,274,060 (2)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,274,060 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,274,060 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) All of the shares of Class A Common Stock beneficially owned by KVA IV are comprised of Class B Common Stock held by KV IV and KV IV (CF). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, each of VK Services and Khosla possesses power to direct the voting and disposition of the shares beneficially owned by KVA IV, and each of VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. KVA IV holds no shares of the Issuer directly.

(3) The percentages set forth on the cover sheets assume conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 110,438,830 shares of the Class A Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report. Assuming conversion of all of the Issuer’s Class B common stock into Class A Common Stock, such Reporting Person’s percentage would be 5.8% of the total outstanding shares of the Issuer, based on 110,438,830 shares of Class A Common Stock and 49,986,397 shares of Class B common stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report.

1	NAMES OF REPORTING PERSONS VK Services, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐    (b)  ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,600,758 (2)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,600,758 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,600,758 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of (i) 326,698 shares of Class A Common Stock held by VK Services and (ii) 9,274,060 shares comprised of Class B Common Stock held by KV IV and KV IV (CF), beneficially owned by VK Services. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, Khosla possesses power to direct the voting and disposition of the shares beneficially owned by VK Services, and Khosla may be deemed to have indirect beneficial ownership of such shares.

(3) The percentages set forth on the cover sheets assume conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 110,438,830 shares of the Class A Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report. Assuming conversion of all of the Issuer’s Class B common stock into Class A Common Stock, such Reporting Person’s percentage would be 6.0% of the total outstanding shares of the Issuer, based on 110,438,830 shares of Class A Common Stock and 49,986,397 shares of Class B common stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report.

1	NAMES OF REPORTING PERSONS Vinod Khosla
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐    (b)  ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 9,600,758 (2)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 9,600,758 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,600,758 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of (i) 326,698 shares of Class A Common Stock held by VK Services beneficially owned by Khosla and (ii) 9,274,060 shares comprised of Class B Common Stock held by KV IV and KV IV (CF) beneficially owned by Khosla. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, Khosla possesses power to direct the voting and disposition of the shares owned by KV IV and KV IV (CF), and Khosla may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.

(3) The percentages set forth on the cover sheets assume conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 110,438,830 shares of the Class A Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report. Assuming conversion of all of the Issuer’s Class B common stock into Class A Common Stock, such Reporting Person’s percentage would be 6.0% of the total outstanding shares of the Issuer, based on 110,438,830 shares of Class A Common Stock and 49,986,397 shares of Class B common stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report.

Explanatory Note

This Amendment No. 1 to the statement on Schedule 13G (this “Amendment No. 1”) amends and restates the statement on Schedule 13G filed on February 10, 2017 (the “Schedule 13G”).

Item 1(a). Name of Issuer:

Nutanix, Inc.

Item 1(b). Address of Issuer’s Principal Executive Officers:

1740 Technology Drive, Suite 150

San Jose, California 95110

Item 2(a). Name of Person(s) Filing:

Khosla Ventures IV, L.P. (“KV IV”)

Khosla Ventures IV (CF), L.P. (“KV IV (CF)”)

Khosla Ventures Associates IV, LLC (“KVA IV”)

VK Services, LLC (“VK Services”)

Vinod Khosla (“Khosla”)

Item 2(b). Address of Principal Business Office:

Khosla Ventures

2128 Sand Hill Road

Menlo Park, California 94025

Item 2(c). Citizenship:

KV IV	Delaware, United States of America
KV IV (CF)	Delaware, United States of America
KVA IV	Delaware, United States of America
VK Services	Delaware, United States of America
Khosla	United States of America

Item 2(d). Title of Class of Securities:

Class A Common Stock, par value $0.000025 per share.

Item 2(e). CUSIP Number:

67059N108

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4(a). Amount Beneficially Owned:

Item 4(b). Percent of Class:

Item 4(c). Number of shares as to which such persons have:

The following information with respect to the beneficial ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of November 30, 2017:

Reporting Persons	Shares Held Directly		Sole Voting Power		Shared Voting Power (1)		Sole Dispositive Power		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (1, 3)
KV IV (2)		8,716,781		0		8,716,781		0		8,716,781		8,716,781		7.3	%
KV IV (CF) (2)		557,279		0		557,279		0		557,279		557,279		0.5	%
KVA IV (2)		0		0		9,274,060		0		9,274,060		9,274,060		7.7	%
VK Services (2)		326,698		0		9,600,758		0		9,600,758		9,600,758		8.0	%
Khosla (2)		0		0		9,600,758		0		9,600,758		9,600,758		8.0	%

(1) Represents the number of shares of Class A Common Stock and the number of shares of Class A Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

(2) Khosla is the managing member of VK Services, which serves as the manager of KVA IV, which serves as the general partner of KV IV and KV IV (CF). As such, each of KVA IV, VK Services and Khosla possesses power to direct the voting and disposition of the Securities owned by KV IV and KV IV (CF), and each of KVA IV, VK Services and Khosla may be deemed to have indirect beneficial ownership of such Securities. Khosla is the managing member of VK Services and, as such, Khosla possess power to direct the voting and disposition of the Securities owned by VK Services, and Khosla may be deemed to have indirect beneficial ownership of such Securities. KVA IV and Khosla hold no Securities of the Issuer directly.

(3) The percentages set forth above assume conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 110,438,830 shares of the Class A Common Stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report. Assuming conversion of all of the Issuer’s Class B common stock into Class A Common Stock, KV IV’s percentage would be 5.4% of the total outstanding shares of the Issuer, KV IV (CF)’s percentage would be 0.3% of the total outstanding shares of the Issuer, KVA IV’s percentage would be 5.8% of the total outstanding shares of the Issuer, and each of VK Services and Khosla’s percentage would be 6.0% of the total outstanding shares of the Issuer, based on 110,438,830 shares of Class A Common Stock and 49,986,397 shares of Class B common stock outstanding as of November 30, 2017, as set forth in the Issuer’s Quarterly Report.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10. Certification:

Not applicable.

SIGNATURES

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 12, 2018

KHOSLA VENTURES IV, L.P.
By:	Khosla Ventures Associates IV, LLC,
	a Delaware limited liability company and general partner of Khosla Ventures IV, LP
By:	/s/ Vinod Khosla
	Vinod Khosla, Managing Member

KHOSLA VENTURES IV (CF), L.P.
By:	Khosla Ventures Associates IV, LLC,
	a Delaware limited liability company and general partner of Khosla Ventures IV (CF), LP
By:	/s/ Vinod Khosla
	Vinod Khosla, Managing Member
KHOSLA VENTURES ASSOCIATES IV, LLC
By:	/s/ Vinod Khosla
	Vinod Khosla, Managing Member
VK SERVICES, LLC
By:	/s/ Vinod Khosla
	Vinod Khosla, Manager
/s/ Vinod Khosla
Vinod Khosla

Exhibit(s):

99.1: Joint Filing Statement

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Class A Common Stock of Nutanix, Inc.

Dated: February 12, 2018

KHOSLA VENTURES IV, L.P.
By:	Khosla Ventures Associates IV, LLC,
	a Delaware limited liability company and general partner of Khosla Ventures IV, LP
By:	/s/ Vinod Khosla
	Vinod Khosla, Managing Member

KHOSLA VENTURES IV (CF), L.P.
By:	Khosla Ventures Associates IV, LLC,
	a Delaware limited liability company and general partner of Khosla Ventures IV (CF), LP
By:	/s/ Vinod Khosla
	Vinod Khosla, Managing Member
KHOSLA VENTURES ASSOCIATES IV, LLC
By:	/s/ Vinod Khosla
	Vinod Khosla, Managing Member
VK SERVICES, LLC
By:	/s/ Vinod Khosla
	Vinod Khosla, Manager

/s/ Vinod Khosla

Vinod Khosla