Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-208711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUTANIX, INC. (Exact name of Registrant as specified in its charter) Delaware 7372 27-0989767 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1740 Technology Drive, Suite 150 San Jose, California 95110 (408) 216-8360 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Dheeraj Pandey Chief Executive Officer and Chairman Nutanix, Inc. 1740 Technology Drive, Suite 150 San Jose, California 95110 (408) 216-8360 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jeffrey D. Saper, Esq. Eric S. Whitaker, Esq. Jeffrey R. Vetter, Esq. Mark B. Baudler, Esq. Olive Huang, Esq. James D. Evans, Esq. Andrew D. Hoffman, Esq. Nutanix, Inc. Fenwick & West LLP Wilson Sonsini Goodrich & Rosati, P.C. 1740 Technology Drive, Suite 150 801 California Street 650 Page Mill Road San Jose, California 95110 Mountain View, California 94041 Palo Alto, California 94304 (408) 216-8360 (650) 988-8500 (650) 493-9300 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Proposed Maximum Title of Each Class of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered(1) Per Share(2) Offering Price(1)(2) Registration Fee(3) Class A Common Stock, $0.000025 par value per share 16,100,000 $13.00 $209,300,000 $21,077 (1) Includes an additional 2,100,000 shares of Class A common stock that the underwriters have the option to purchase. (2) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. (3) The Registrant previously paid $20,140 of this amount in connection with a prior filing of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Index to Financial Statements The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 19, 2016. 14,000,000 Shares Class A Common Stock This is the initial public offering of shares of Class A common stock of Nutanix, Inc. Nutanix is offering all of the shares to be sold in the offering. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible at any time into one share of Class A common stock. Following this offering, outstanding shares of Class B common stock will represent approximately 98.9% of the voting power of our outstanding capital stock. Prior to this offering, there has been no public market for our Class A common stock. It is currently anticipated that the initial public offering price will be between $11.00 and $13.00 per share. We have applied to list our Class A common stock on The NASDAQ Global Select Market under the symbol “NTNX.” We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See “ Risk Factors ” beginning on page 17 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Nutanix $ $ (1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 14,000,000 shares of our Class A common stock, the underwriters have an option to purchase up to an additional 2,100,000 shares from Nutanix at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2016. Goldman, Sachs & Co. Morgan Stanley J.P. Morgan RBC Capital Markets Baird Needham & Company Oppenheimer & Co. Pacific Crest Securities a division of KeyBanc Capital Markets Piper Jaffray Raymond James Stifel William Blair Prospectus dated , 2016 Table of Contents Index to Financial Statements Customer Delight from IT Infrastructure Virtualized Hyperconverged Cloud NUTANIXTM Table of Contents Index to Financial Statements Enterprise Cloud Platform Built with Web-scale Engineering & Consumer-grade Design Consumer-grade Design One-click Automation Search-first Operations Personalized Interface Web-scale Engineering Distributed Systems Self-healing Machine Intelligence Agility Scalability Lower TCO Application Mobility Secure Platform Key Benefits Acropolis Prism Industry Recognition Named A Leader In Gartner’s August 2015 Magic Quadrant For Integrated Systems6 NUTANIXTM Table of Contents Index to Financial Statements TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-Looking Statements 50 Market and Industry Data 52 Use of Proceeds 54 Dividend Policy 54 Capitalization 55 Dilution 57 Selected Consolidated Financial and Other Data 60 Management’s Discussion and Analysis of Financial Condition and Results of Operations 64 Business 90 Management 115 Executive Compensation 123 Certain Relationships and Related-Party Transactions 141 Principal Stockholders 145 Description of Capital Stock 148 Shares Eligible for Future Sale 156 Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 159 Underwriting 164 Legal Matters 173 Experts 173 Additional Information 173 Index to Consolidated Financial Statements F-1 Through and including , 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.