SEC Company Response from Nutanix, Inc. (NTNX) (CIK 0001618732) (NTNX) — Sep 27, 2016
Nutanix, Inc. (NTNX) (CIK 0001618732)
Date: Sept. 27, 2016 · CIK: 0001618732 · Accession: 0001193125-16-721400
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File numbers found in text: 333-208711
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CORRESP 1 filename1.htm CORRESP September 27, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3720 Attn: Barbara C. Jacobs Maryse Mills-Apenteng Gabriel Eckstein Kathleen Collins Eiki Yaoita Pyles Re: Nutanix, Inc. Registration Statement on Form S-1 File No. 333-208711 Acceleration Request Requested Date: Thursday, September 29, 2016 Requested Time: 4:00 P.M., Eastern Daylight Time Ladies and Gentlemen: Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that between September 19, 2016 and September 26, 2016 at 5:00 p.m., Eastern Daylight Time, 8,640 copies of the Preliminary Prospectus of Nutanix, Inc. (the “Registrant”) dated September 19, 2016 were distributed as follows by the underwriters: • 1,744 copies to prospective underwriters/dealers; • 6,691 copies to institutional and other investors; and • 205 copies to others. We, the undersigned, as representatives of the several underwriters, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time on September 29, 2016, or as soon thereafter as practicable. [Signature Page Follows] Very truly yours, GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement GOLDMAN, SACHS & CO. By: /s/ Adam Greene Name: Adam Greene Title: Vice President MORGAN STANLEY & CO. LLC By: /s/ Colin R. Stewart Name: Colin R. Stewart Title: Managing Director J.P. MORGAN SECURITIES LLC By: /s/ Michael Millman Name: Michael Millman Title: Managing Director cc: Dheeraj Pandey, Chief Executive Officer and Chairman Duston Williams, Chief Financial Officer Eric Whitaker, Chief Legal Officer Nutanix, Inc. Jeffrey D. Saper, Esq. Mark B. Baudler, Esq. Andrew D. Hoffman, Esq. Wilson Sonsini Goodrich & Rosati, P.C. Jeffrey R. Vetter, Esq. James D. Evans, Esq. Ran D. Ben-Tzur, Esq. Fenwick & West LLP