Max Pieter de Groen - Jul 22, 2024 Form 4 Insider Report for Nutanix, Inc. (NTNX)

Role
Director
Signature
/s/ Max Pieter de Groen
Stock symbol
NTNX
Transactions as of
Jul 22, 2024
Transactions value $
$0
Form type
4
Date filed
7/24/2024, 08:12 PM
Previous filing
Dec 12, 2023
Next filing
Dec 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTNX Class A Common Stock Options Exercise $0 +16.9M $0.00 16.9M Jul 22, 2024 See Footnotes F1, F2
holding NTNX Class A Common Stock 37.1K Jul 22, 2024 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NTNX 2.50% Convertible Senior Notes due 2026 Options Exercise $0 -818M -100% $0.00* 0 Jul 22, 2024 Class A Common Stock 16.9M $27.75 See footnotes F1, F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of the Issuer's common stock acquired directly by BCPE Nucleon (DE) SPV, LP ("BCPE Nucleon") upon conversion of its $817,632,828 aggregate principal amount of 2.50% convertible notes due 2026, which was settled with $817,632,828 in cash on July 1, 2024 and, upon the expiration of the receipt of required regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, which occurred on July 22, 2024, 16,854,032 shares of Class A common stock. In accordance with the indenture governing the notes, the conversion obligation was calculated based on a 25-trading day trailing volume-weighted average price of Class A common stock of approximately $65.51 per share, with the principal amount of the convertible notes settled in cash and the remainder settled in Class A common stock.
F2 Max de Groen is a Partner of Bain Capital Investors, LLC ("BCI"), the ultimate general partner of BCPE Nucleon. Voting and investment decisions with respect to securities held by BCPE Nucleon are made by the partners of BCI. As a result, Mr. de Groen may be deemed to share voting and dispositive power with respect to the securities held by BCPE Nucleon. Mr. de Groen disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
F3 The amount reported includes 6,088 unvested restricted stock units, which are issuable into shares of the Issuer's Class A common stock upon vesting.
F4 The 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.
F5 In accordance with an investment agreement, dated as of August 26, 2020, as amended on September 24, 2020, the BCPE Nucleon 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.
F6 The Convertible Notes mature on September 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.