SecProbe.io

Mail Stop 4561
June 10, 2016

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 Registration Statement on Form S -1
Filed  May 27, 2016
  File No. 333-208711

Dear Mr. Pandey:

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Contractual Obligations, page 82

1. Please inclu de a footnote to the April 30, 2 016 contractual obligations table indicating
that you are required to repay the Senior Notes upon receipt of cash proceeds from the
offering and as such, the Notes may be repaid within one year.

Consolidated B alance Sheets, page F -3

2. Please revise to remove the pro forma adjustments for the repayment of debt and the sale
of short -term investments from the face of the historical balance sheet.

Dheeraj Pandey
Nutanix, Inc.
June 10, 2016
Page 2

 Notes to Consolidated Financial Statements

Note 12. Income Taxes,  page F -32

3. We note that you held $12.1 million in cash and cash equivalents in your foreign
subsidiaries as of July 31, 2015.  Please tell us whether you held any short -term
investments in your foreign subsidiaries as of July 31, 2015 and April 30, 2016, and
disclose the amount, if material.  Also tell us whether you will need to repatriate any
undistributed foreign earnings to repay the senior notes.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing  to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsibl e for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Eiko Yaoita Pyles , Staff Accountant, at (202) 551 -3587 or Kathleen
Collins, Accounting Branch Chief , at (202) 551 -3499  if you have questions regarding comments
on the financial statements and related matte rs.  Please contact Gabriel Eckstein, Staff Attorney,

Dheeraj Pandey
Nutanix, Inc.
June 10, 2016
Page 3

 at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457  with any other
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
Mark Baudler,  Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.