| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144/A |
| Filer CIK | 0001924910 |
| Filer CCC | XXXXXXXX |
| Previous Accession Number Of The Filing | 0000950170-23-048643 |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
|
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Name of Issuer | Nutanix, Inc. |
| SEC File Number | 001-37883 |
| Address of Issuer | 1740 Technology Drive, Suite 150 San Jose CALIFORNIA 95110 |
| Phone | 408-216-8360 |
| Name of Person for Whose Account the Securities are To Be Sold | Rukmini Sivaraman |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Officer |
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Class A Common Stock | E*Trade Securities LLC 4005 Windward Plaza Dr. Alpharetta GA 30005 | 38170 | 1293199 | 235759366 | 09/18/2023 | NASDAQ |
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | 09/15/2023 | Vest of Performance-Based Restricted Stock Units | Issuer |  | 47137 | 09/15/2023 | Equity Compensation | |
| Class A Common Stock | 09/15/2023 | Vest of Restricted Stock Units | Issuer | | 25010 | 09/15/2023 | Equity Compensation |
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
|---|---|---|---|---|
| Rukmini Sivaraman c/o Nutanix, Inc. 1740 Technology Dr. Suite 150 San Jose CA 95110 | Class A Common Stock | 06/16/2023 | 12898 | 375280 |
| Remarks | This Form 144 amends the Form 144 filed on September 18, 2023 to reflect the correct number of shares sold and to update the Nature of Acquisition Transaction. The sale of shares was for the sole purpose of covering the tax liability arising from the vesting of the Reporting Person's restricted stock units. The number of shares of Class A common stock outstanding is as of May 31, 2023. |
| Date of Notice | 10/17/2023 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Raymond Hum, Attorney in Fact |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |