Attached files

file filename
EX-10.1 - EXHIBIT 10.1 - Nutanix, Inc.exhibit101-memorandumofund.htm
EX-31.2 - EXHIBIT 31.2 - Nutanix, Inc.exhibit312-q3x1710xqa.htm
EX-31.1 - EXHIBIT 31.1 - Nutanix, Inc.exhibit311-q3x1710xqa.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-37883
 
 
  
NUTANIX, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
27-0989767
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
1740 Technology Drive, Suite 150
San Jose, CA 95110
(Address of principal executive offices, including zip code)
(408) 216-8360
(Registrant's telephone number, including area code)
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer
 
o

Accelerated filer
 
o
Non-accelerated filer
 
x  (Do not check if a smaller reporting company)
Smaller reporting company
 
o
Emerging growth company
 
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).    Yes  o    No x
As of May 19, 2017, the registrant had 80,293,207 shares of Class A common stock, $0.000025 par value per share, and 71,236,428 shares of Class B common stock, $0.000025 par value per share, outstanding.










TABLE OF CONTENTS

"Nutanix, Inc.," "we," "us," and "the Company" refer to Nutanix, Inc. and all of its subsidiaries.





EXPLANATORY NOTE
We are filing this Amendment No. 1 (this “Amendment No. 1”) to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2017 (our “Form 10-Q”), solely to file a revised version of Exhibit 10.1 (the “Exhibit”) originally filed with our Form 10-Q, which was filed with the Securities and Exchange Commission (the “Commission”) on June 2, 2017. The Exhibit filed herewith supersedes in its entirety the Exhibit originally filed with our Form 10-Q. Additionally, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the filing of this Amendment No. 1, we are including certifications of our chief executive officer and chief financial officer pursuant to Rule 13a-14(a)/ 15d-14(a) of the Exchange Act. We are not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in our Form 10-Q. This Amendment No. 1 does not reflect events occurring after the original filing of our Form 10-Q and, other than the filing of Exhibits 10.1, 31.1 and 31.2, does not modify or update the disclosures in our Form 10-Q in any way.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 5, 2017
 
/s/ Duston M. Williams
 
 
Duston M. Williams
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)


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EXHIBIT INDEX
 
 
Incorporated by Reference
 
Number
Exhibit Title
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.1†
Memorandum of Understanding by and between Nutanix, Inc. and Flextronics Telecom Systems Limited, executed on March 13, 2017

 
 
 
 
X
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
X
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
X


† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.


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