0000899243-20-026385.txt : 20200928 0000899243-20-026385.hdr.sgml : 20200928 20200928160511 ACCESSION NUMBER: 0000899243-20-026385 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200924 FILED AS OF DATE: 20200928 DATE AS OF CHANGE: 20200928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Humphrey David CENTRAL INDEX KEY: 0001557605 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37883 FILM NUMBER: 201204390 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL PARTNERS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nutanix, Inc. CENTRAL INDEX KEY: 0001618732 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270989767 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 1740 TECHNOLOGY DRIVE STREET 2: SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 408-216-8360 MAIL ADDRESS: STREET 1: 1740 TECHNOLOGY DRIVE STREET 2: SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95110 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-24 0 0001618732 Nutanix, Inc. NTNX 0001557605 Humphrey David C/O BAIN CAPITAL INVESTORS, LLC 200 CLARENDON STREET BOSTON MA 02116 1 0 0 0 2.50% Convertible Senior Notes due 2026 27.75 Class A Common Stock 27027000 I See footnotes Represents $750,000,000 aggregate principal amount of Nutanix, Inc. (the "Issuer") 2.50% Convertible Senior Notes due 2026 (the "Convertible Notes") held directly by BCPE Nucleon (DE) SPV, LP (the "Bain Capital Entity"). The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entity is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entity. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. In accordance with an investment agreement, dated as of August 26, 2020, as amended on September 24, 2020, the Bain Capital Entity is restricted from converting the Convertible Notes prior to the earlier of (i) the date that is 12 months from the date of issuance and (ii) immediately prior to the consummation of any change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer or a fundamental change, in each case, subject to certain exceptions. Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the close of business on the scheduled trading day immediately preceding the maturity date. The Convertible Notes mature on September 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of its Class A common stock ("Common Stock") or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 36.0360 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 24, 2020, between the Issuer and U.S. Bank National Association, as trustee. (continued from footnote 5) The Convertible Notes bear interest at a rate of 2.50% per annum, with such interest to be paid in-kind semi-annually through an increase in the principal amount of the Convertible Notes. The initial conversion rate of 36.0360 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $27.75 per share of Common Stock. In addition, at the one-year anniversary of the issuance date, depending on the Issuer's achievement of certain financial milestones, the conversion rate may be subject to an additional, one-time adjustment to a conversion rate between 36.0360 and 39.6040 shares of Common Stock, in each case per $1,000 principal amount of Convertible Notes. /s/ David Humphrey 2020-09-28