SecProbe.io

Mail Stop 4561
December 17 , 2015

Dheeraj Pandey
President and Chief Executive Officer
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, CA 95110

Re: Nutanix, Inc.
Amendment No. 2  to Draft Registration Statement on Form S -1
Submitted December 2 , 2015
  CIK No. 0001618732

Dear Mr. Pandey:

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumsta nces or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary

The Offering, page 8

1. You disclose that up to 5% of the shares being offered by the prospectus will be offered
through a directed share program to “certain customers and partners.”  Please state
whether the shares to be offered through the directed share program will be subject to
lock-up agreements.  This comment also applies to your Underwriting section.

Dheeraj Pandey
Nutanix, Inc.
December 17 , 2015
Page 2

 Risk Factors

We rely primarily on indirect sales channels…, page 19

2. We note your revised risk factor disclosure stating that “[t]he loss of a substantial number
of [y]our channel partners, or the loss of a significant channel partner, together with
[y]our inability to replace them, or the failure to recruit additional channel partners …
could materially a nd adversely affect [y]our business and operating results.”  Given that
nearly 40% of your revenues is generated from two channel partners, and that your
dependence on them has remained consistent for a second consecutive year, it appears
that you are subs tantially dependent on them for the purposes of Item 601(b )(10)(ii)(B) of
Regulation S -K.  Please include a discussion of the material terms of your agreements
with Carahsoft Technology Corp. and Promark Technology Inc. in your business section
and file th em as exhibits t o your registration statement.

Business

Sales and Marketing, page 100

3. We note your revised disclosure regarding your OEM partnerships.  Please further revise
to disclose the material terms of your OEM partnerships with Dell and Lenovo,
including, for instance, the term of the agreement, whether there are production
requirements, exclusivity provisions and other key terms.  In addition, tell us what
portion of your revenues is derived from each of the Dell and Lenovo OEM partnerships,
if material.

Please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -3286 or, in his absence, the
undersigned at (202) 551 -3457  with any questions.  If you require further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
 Special Counsel
Office of Information
        Technologies and Services

cc: Via E -mail
Jeffrey D. Saper , Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.