SecProbe.io

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 April 22, 2025

Rukmini Sivaraman
Chief Financial Officer
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, CA 95110

 Re: Nutanix, Inc.
 Form 10-K for the fiscal year ended July 31, 2024
 File No. 001-37883
Dear Rukmini Sivaraman:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

   April 18, 2025   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549   Attention: Melissa Kindelan Christine Dietz   Re: Nutanix, Inc. Form 8-K furnished on February 26, 2025 Response dated April 3, 2025 File No. 001-37883   Dear Ms. Kindelan and Ms. Dietz:   We are writing to respond to the comments raised in the letter to Nutanix, Inc. (the “ Company ”), dated April 8, 2025, from the staff (the “ Staff ”) of the Securities and Exchange Commission relating to the Company’s Form 8-K furnished on February 26, 2025. For ease of reference in this letter, the Staff’s comment appears in bold directly above the Company’s response.   Form 8-K furnished on February 26, 2025 Exhibit 99.1, page 7   1. We note your response to prior comment 3 and it remains unclear to us how your non-GAAP tax rate is commensurate with your non-GAAP measure of profitability. In this regard, we note that the non-GAAP tax rate was only 5% for the six months ended January 31, 2025 and only 6% for the fiscal year ended July 31, 2024. Please explain how you determined your non-GAAP tax rate and how you concluded that it was commensurate with your non-GAAP measure of profitability. Refer to Question 102.11 of the Non-GAAP C&DIs.   Response: The Company respectfully acknowledges the Staff’s comment. Historically, the Company has calculated the non-GAAP effective tax rate in each of the periods presented by taking into account

 the sizable U.S. net operating loss carryforwards and tax credit carryforwards. The Company had approximately $2.4 billion of U.S. federal net operating loss carryforwards and $177.1 million of U.S. federal research tax credit carryforwards as of July 31, 2024. As such, the Company had adequate prior year tax attributes to offset income tax liabilities in the U.S. The foreign tax and minimal U.S. tax expense drove the 5% and 6% non-GAAP tax rate for the six-month period ended January 31, 2025 and the fiscal year ended July 31, 2024, respectively. Going forward, the Company respectfully advises the Staff that the Company plans to transition its disclosures in future filings to reflect a long-term projected non-GAAP tax rate, which we currently estimate to be 19%-25%. We believe a long-term projected tax rate better aligns with the non-GAAP measure of profitability, better reflects our long-term tax structure, reduces volatility of the non-GAAP tax rate, and provides better consistency across reporting periods. The non-GAAP long-term projected tax rate will be computed inclusive of both current and deferred income taxes consistent with Question 102.11 of the Non-GAAP C&DIs. We will disclose the use of a long-term projected tax rate in future filings, and the filings will include an explanation with respect to the long-term rate. * * *

 If the Staff has any further questions or comments concerning the Company’s response, please do not hesitate to contact me at rukmini.sivaraman@nutanix.com.   Sincerely,   NUTANIX, INC.

 /s/ Rukmini Sivaraman

 Rukmini Sivaraman

 Chief Financial Officer

   cc: Rajiv Ramaswami, President and Chief Executive Officer, Nutanix, Inc. Brian Martin, Chief Legal Officer, Nutanix, Inc. Prairie Padilla, VP, Corporate Controller, Nutanix, Inc. Raymond Hum, VP and Deputy General Counsel, Nutanix, Inc.

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<TEXT>
 April 8, 2025

Rukmini Sivaraman
Chief Financial Officer
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, CA 95110

 Re: Nutanix, Inc.
 Form 8-K furnished on February 26, 2025
 Response dated April 3, 2025
 File No. 001-37883
Dear Rukmini Sivaraman:

 We have reviewed your April 3, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
21, 2025 letter.

Form 8-K furnished on February 26, 2025
Exhibit 99.1, page 7

1. We note your response to prior comment 3 and it remains unclear to us
how your non-
 GAAP tax rate is commensurate with your non-GAAP measure of
profitability. In this
 regard, we note that the non-GAAP tax rate was only 5% for the six
months ended
 January 31, 2025 and only 6% for the fiscal year ended July 31, 2024.
Please explain
 how you determined your non-GAAP tax rate and how you concluded that it
was
 commensurate with your non-GAAP measure of profitability. Refer to
Question
 102.11 of the Non-GAAP C&DIs.
 April 8, 2025
Page 2

 Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at
202-551-3408
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
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CORRESP
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 CORRESP

 April 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Technology
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention: Melissa Kindelan
 Christine Dietz

 Re: Nutanix, Inc.
 Form 10-K for the fiscal year ended July 31, 2024
 Form 8-K furnished on February 26, 2025
 File No. 001-37883

 Dear Ms. Kindelan and Ms. Dietz:

 We are writing to respond to the comments raised in the letter to Nutanix, Inc. (the “ Company ”), dated March 21, 2025, from the staff (the “Staff ”) of the Securities and Exchange Commission relating to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024 and Form 8-K furnished on February 26, 2025. For ease of reference in this letter, the Staff’s comment appears in bold directly above the Company’s response.

 Form 10-K for the fiscal year ended July 31, 2024
 Management's Discussion and Analysis of Financial Condition and Results of Operations
 Factors Affecting Our Performance Customer Acquisition, Retention and Expansion, page 71

 1. We note in your year end and quarterly earnings calls you frequently disclose and discuss net dollar-based retention rate, or NRR, both in the planned remarks and in response to analysts’ questions. As you appear to use this measure to manage and monitor your business and believe it is useful information to investors, please revise to disclose NRR for each period presented. Ensure your disclosures include a clear definition of the measure and how it is calculated and include a draft of your proposed revisions in your response. Refer to SEC Release 33-10751.

 Response:

 The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, in future filings, we will add the following disclosure:

 Customer Acquisition, Retention and Expansion

 As of July 31, 2024, our net dollar-based retention rate (“NRR”) was 114%, compared to 123% as of July 31, 2023. NRR is calculated as of the end of a twelve-month period. We calculate NRR by starting with the ARR for all customers with subscription contracts at the beginning of the period. We then divide end-of-the-period ARR for the same customer group by the beginning-of-the-period ARR. NRR is a performance measure that we believe provides useful information to our management and investors as it provides an indication of our ability to retain and expand ARR from our existing customer base.

 Form 10-K for the fiscal year ended July 31, 2024
 Consolidated Financial Statements
 Note 2. Revenue, Deferred Revenue and Deferred Commissions, page 107

 2. You disclose that contracted not recognized revenue was approximately $2.1 billion, of which you expect to recognize approximately 52% over the next 12 months and the remaining thereafter. Please revise to further explain when the remaining 48% will be recognized as revenue, on a quantitative basis using time bands that would be most appropriate or by using qualitative information. Please include proposed draft disclosure in your response. Refer to ASC 606-10-50-13b.

 Response:

 The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, in future filings, we will expand the disclosure as follows with additions in bold and underlined and deletions in strikethrough:

 NOTE 2. REVENUE, DEFERRED REVENUE AND DEFERRED COMMISSIONS
 Disaggregation of Revenue and Revenue Recognition

 Contracted not recognized revenue was approximately $2.1 billion as of July 31, 2024, of which we expect to recognize approximately 52% within over the next 12 months, approximately 38% over the subsequent 13-to-36 month period , and the remainder thereafter.

 Form 8-K furnished on February 26, 2025
 Exhibit 99.1, page 7

 3. We note your measure of non-GAAP net income includes the income tax effect primarily related to stock-based compensation expense. However, it is unclear how such amount is calculated and how it results in an income tax expense that is commensurate with your non-GAAP measure of profit. Please advise or revise and

 include proposed revisions in your response. Refer to Non-GAAP C&DI Question 102.11.

 Response:
 The Company respectfully acknowledges the Staff’s comment. The comment notes that the Company’s non-GAAP net income includes the income tax effect primarily related to stock-based compensation expense. To clarify the Company’s approach to calculating non-GAAP net income, the Company makes an adjustment to exclude the income tax effects of non-GAAP adjustments from its calculation of non-GAAP net income. The exclusion of stock-based compensation is one of the Company’s adjustments to pretax income to arrive at non-GAAP net income. Therefore, the income tax impact of stock-based compensation is also excluded from non-GAAP net income.
 To further clarify the approach to non-GAAP income tax, the Company uses a non-GAAP performance measure and therefore includes current and deferred income tax expense commensurate with the non-GAAP measure of profitability. The Company determines its non-GAAP income tax adjustment by excluding the impacts of material non-GAAP adjustments and recomputes tax expense without those items. The income tax impacts from stock-based compensation are primarily driven by windfalls and shortfalls for jurisdictions that allow the deduction of stock-based compensation expense for tax purposes, which is affected by fluctuations in the market price of the Company’s Class A common stock. In addition, for jurisdictions that are reimbursed for stock-based compensation expense, the tax on that reimbursement is excluded from non-GAAP net income .
 In response to the Staff’s comment, we will revise the non-GAAP adjustment disclosure in our next earnings press release to describe the adjustment as income tax effects of non-GAAP items .
 * * *

 If the Staff has any further questions or comments concerning the Company’s response, please do not hesitate to contact me at rukmini.sivaraman@nutanix.com.

 Sincerely,

 NUTANIX, INC.

 /s/ Rukmini Sivaraman

 Rukmini Sivaraman

 Chief Financial Officer

 cc: Rajiv Ramaswami, President and Chief Executive Officer, Nutanix, Inc. Brian Martin, Chief Legal Officer, Nutanix, Inc. Prairie Padilla, VP, Corporate Controller, Nutanix, Inc. Raymond Hum, VP and Deputy General Counsel, Nutanix, Inc.

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<TEXT>
 March 21, 2025

Rukmini Sivaraman
Chief Financial Officer
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, CA 95110

 Re: Nutanix, Inc.
 Form 10-K for the fiscal year ended July 31, 2024
 Form 8-K furnished on February 26, 2025
 File No. 001-37883
Dear Rukmini Sivaraman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended July 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Performance
Customer Acquisition, Retention and Expansion, page 71

1. We note in your year end and quarterly earnings calls you frequently
disclose and
 discuss net dollar-based retention rate, or NRR, both in the planned
remarks and in
 response to analysts questions. As you appear to use this measure to
manage and
 monitor your business and believe it is useful information to investors,
please revise to
 disclose NRR for each period presented. Ensure your disclosures include
a clear
 definition of the measure and how it is calculated and include a draft
of your proposed
 revisions in your response. Refer to SEC Release 33-10751.
 March 21, 2025
Page 2
Consolidated Financial Statements
Note 2. Revenue, Deferred Revenue and Deferred Commissions, page 107

2. You disclose that contracted not recognized revenue was approximately
$2.1 billion,
 of which you expect to recognize approximately 52% over the next 12
months and the
 remaining thereafter. Please revise to further explain when the
remaining 48% will be
 recognized as revenue, on a quantitative basis using time bands that
would be most
 appropriate or by using qualitative information. Please include proposed
draft
 disclosure in your response. Refer to ASC 606-10-50-13b.
Form 8-K furnished on February 26, 2025
Exhibit 99.1, page 7

3. We note your measure of non-GAAP net income includes the income tax
effect
 primarily related to stock-based compensation expense. However, it is
unclear how
 such amount is calculated and how it results in an income tax expense
that is
 commensurate with your non-GAAP measure of profit. Please advise or
revise and
 include proposed revisions in your response. Refer to Non-GAAP C&DI
 Question 102.11.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at
202-551-3408
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

Mail Stop 4561
April 4, 2018

Duston M. Williams
Chief Financial Officer
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, CA 95110

Re: Nutanix, Inc.
 Form 10 -K for the Fiscal  Year Ended July 31, 2017
Filed September 18, 2017
File No. 001-37883

Dear Mr. Williams :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Ch ief
Office of Information Technologies
and Services

cc: Tyler Wall – Chief Legal Officer

CORRESP
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		Document

March 22, 2018

VIA EDGAR AND COURIER

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Melissa Kindelan, Senior Staff Accountant

Christine Dietz, Assistant Chief Accountant

Kathleen Collins, Accounting Branch Chief

Re:

 Nutanix, Inc.

Form 10-K for the Fiscal Year Ended July 31, 2017

Filed September 18, 2017

Form 10-Q for the Quarterly Period Ended October 31, 2017

Filed December 13, 2017

SEC File No. 001-37883

Ladies and Gentlemen:

In this letter,  Nutanix, Inc., a Delaware corporation (hereinafter referred to as the “Company” , “we”, “us”,  or “our”), is responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s comment letter dated March 9, 2018.

For ease of reference, the headings and numbers of responses set forth below correspond to the headings and numbers in the Staff’s comments, and we have set forth below, in italics, the text of the Staff’s comments prior to the response.

Form 10-Q for the Quarterly Period Ended October 31, 2017

Note 3. Revenue, Deferred Revenue and Deferred Commissions

Costs to obtain and fulfill a contract, page 16

1.

 You indicate that commission expenses that are incremental to obtaining customer contracts are capitalized and the deferred commission amounts are amortized based on the expected future revenue streams under the customer contracts.  Since the majority of your product sales are sold in conjunction with PCS contracts, please clarify whether sales commissions are earned or allocated to different performance obligations in a contract and how the amortization period and expense reflects the transfer of the applicable product and service.  Refer to ASC 340-40-35-1 and 340-40-50-2(b).

We acknowledge the Staff’s comment and respectfully advise the Staff that we do allocate commissions paid to each material stream of revenue, including PCS.  Any incremental amounts which are capitalized and deferred are recognized in the statement of operations in a manner which is consistent with the corresponding revenue stream. The commissions are allocated on a relative fair value basis to each of the performance obligations identified in the contract, including consideration of future PCS revenue, and such amounts are amortized as the related performance obligations are recognized as revenue.

We will revise future filings, commencing with our Form 10-Q filing for the quarter ended January 31, 2018, to clarify our policy regarding deferred commissions. Below is an illustration of the proposed disclosure that we have included in our Form 10-Q for the quarter ended January 31, 2018:

“Costs to obtain and fulfill a contract - We capitalize commissions paid to sales personnel and the related payroll taxes when customer contracts are signed. These costs are recorded as deferred commission expense in the condensed consolidated balance sheets, current and non-current. We determine whether costs should be deferred based on our sales compensation plans, if the commissions are incremental and would not have been incurred absent the execution of the customer contract. Sales commissions for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective contract values. Commissions paid upon the initial acquisition of a contract are amortized over the estimated period of benefit, which may exceed the term of the initial contract. Accordingly, amortization of deferred costs is recognized on a systematic basis that is consistent with the pattern of revenue recognition allocated to each performance obligation and included in sales and marketing expense in the condensed consolidated statements of operations. We determine the estimated period of benefit by evaluating the expected renewals of our customer contracts, the duration of our relationships with our customers, customer retention data, our technology development lifecycle and other factors. Deferred costs are periodically reviewed for impairment.”

2.

 Please tell us, and disclose as appropriate, whether additional sales commissions are paid upon renewal of PCS contracts and, if so, whether such amounts are commensurate with the initial commissions.  Further, if applicable, disclose how commissions paid for renewals are considered in your amortization period, which is based on the expected future revenue streams. Refer to ASC 340-40-35-1 and 340-40-50-2(b).

We acknowledge the Staff’s comment and respectfully advise the Staff that we do pay additional sales commissions upon the renewal of PCS contracts by our customers and we have determined that such commissions are not commensurate with the amounts paid for the initial sale given the substantive difference in commission rates in proportion to their respective contract values.  We consider expected renewals in determining the period of benefit to amortize the initial commissions paid in connection with obtaining an initial customer contract. We have revised our disclosure accordingly as noted in our response to the first question above.

Further, we advise the Staff that commissions paid on renewals are not material to the financial statements taken as a whole for any given period.

* * * * * * * *

The Company acknowledges that:

•The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * *

The Company requests that any future comments be addressed to the undersigned at duston.williams@nutanix.com. You may also contact me via telephone with questions or comments at (408) 216-8360, or you may contact Tyler Wall, the Company’s Chief Legal Officer, at (408) 596-5072 or tyler@nutanix.com.

Sincerely,

/s/ Duston M. Williams

Duston M. Williams,

Chief Financial Officer

cc:

 Dheeraj Pandey, Chief Executive Officer, Nutanix, Inc.

Tyler Wall, Chief Legal Officer, Nutanix, Inc.

Kenneth Long, Chief Accounting Officer and Corporate Controller, Nutanix, Inc.

Jeffrey Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Previn Waas, Deloitte & Touche LLP

Mail Stop 4561
March 9, 2018

Duston M. Williams
Chief Financial Officer
Nutanix, Inc.
1740 Technology Drive, Suite 150
San Jose, CA 95110

Re: Nutanix, Inc.
 Form 10 -K for the Fiscal Year E nded July 31, 2017
Filed September 18, 2017
Form 10 -Q for the Quarterly Period Ended October 31, 2017
Filed December 13, 2017
File No. 001-37883

Dear Mr. Williams :

We have li mited our review of your filing s to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional c omments.

Form 10 -Q for the Quarterly Period Ended October 31, 2017

Note 3. Revenue, Deferred Revenue and Deferred Commissions

Costs to obtain and ful fill a contract, page 16

1. You indicate that commission expenses that are incremental to obtaining customer
contracts are capitalized and the deferred commission amounts are amortized based on
the expected future revenue streams under the customer contracts.   Since the majority of
your product sales are sold in conjunction with PCS contracts, please clarify whether
sales commissions are earned or allocated to different performance obligations in a
contract and how the amortization period and expense reflects the transfer of the
appli cable product and service.   Refer to ASC 340 -40-35-1 and 340 -40-50-2(b).

Duston M. Williams
Nutanix, Inc.
March 9, 2018
Page 2

2. Please tell us, and disclose as appropriate, whether additional sales commissions are paid
upon renewal of PCS contracts and, if so, whether such amounts are commensurate with
the initial commissions.   Further, if applicable, disclose how commissions paid for
renewals are considered in your amortization period, which is based on the expected
future revenue streams. Refer to ASC 340 -40-35-1 and 340 -40-50-2(b).

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding  any review, comments, action or absence of
action by the staff.

You may contact Melissa Kindelan, Senior Staff Accountant , at (202) 551 -3564  or
Christine Dietz, Assistant Chief Accountant,  at (202) 551 -3408  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3499
with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

cc:   Tyler Wall – Chief Legal Officer

CORRESP
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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

CORRESP
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CORRESP

 September 27, 2016

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Barbara C. Jacobs
Maryse Mills-Apenteng
Gabriel Eckstein
Kathleen Collins
Eiko Yaoita Pyles

Re:
Nutanix, Inc.
Registration Statement on Form S-1
File No. 333-208711

Acceleration Request

Requested Date:     September 29, 2016

Requested Time:    4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Nutanix, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be
declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division
of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich &
Rosati, P.C., by calling Mark B. Baudler at (650) 320-4597.

 In connection with the acceleration request, the Company hereby
acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 Securities and Exchange Commission

September 27, 2016

  Page
 2

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; 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.

 [Signature page follows]

* * * *

Sincerely,

NUTANIX, INC.

By:

/s/ Dheeraj Pandey

Dheeraj Pandey

Chief Executive Officer

 cc:

Duston Williams, Nutanix, Inc.

Kenneth Long, Nutanix, Inc.

Eric Whitaker, Nutanix, Inc.

Mark B. Baudler, Wilson Sonsini Goodrich & Rosati, P.C.

Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Andrew D. Hoffman, Wilson Sonsini Goodrich & Rosati, P.C.

Jeffrey R. Vetter, Fenwick & West LLP

James D. Evans, Fenwick & West LLP

Ran D. Ben-Tzur, Fenwick & West LLP

Previn Waas, Deloitte & Touche LLP

CORRESP
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CORRESP

 650 Page Mill Road

 Palo
Alto, CA 94304-1050

PHONE 650.493.9300

FAX 650.493.6811

www.wsgr.com

 August 16, 2016

 Via EDGAR
and Overnight Delivery

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

Barbara C. Jacobs

Maryse Mills-Apenteng

Gabriel Eckstein

Kathleen Collins

Eiko Yaoita Pyles

           Re:

Nutanix, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed May 27, 2016

File No. 333-208711

 Ladies and Gentlemen:

 On
behalf of our client, Nutanix, Inc. (the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated June 10, 2016 (the “Comment Letter”), relating to the above-referenced Amendment No. 2 to Registration Statement on Form S-1. We are concurrently filing via EDGAR this letter and publicly
filing Amendment No. 3 to Registration Statement (the “Registration Statement”). For the Staff’s reference, we are providing the Staff with both a clean copy of the Registration Statement and a copy marked to show all
changes from the version filed on May 27, 2016.

 In this letter, we have recited the comments from the Staff in italicized, bold type
and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the pages of the Registration Statement.

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG KONG
  LOS ANGELES    NEW YORK    PALO ALTO

SAN DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI
WASHINGTON, DC    WILMINGTON, DE

 Division of Corporation Finance

 August 16, 2016

 Page 2

 Management’s Discussion and Analysis of Financial Condition
and Results of Operations

 Results of Operations

Contractual Obligations, page 82

1.
Please include a footnote to the April 30, 2016 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.

 In response to the Staff’s comment, the Company has revised the disclosure on page 83 of
the Registration Statement to include a footnote to the April 30, 2016 contractual obligations table indicating that it is required to repay the Senior Notes upon receipt of cash proceeds from the offering and as such, the Senior Notes may be
repaid within one year. As described in the Registration Statement, the Company intends to repay the Senior Notes in full prior to the effectiveness of the offering and does not intend to use any proceeds from the offering to repay the Senior Notes.

 Consolidated Financial Statements

 Consolidated Balance
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.

In response to the Staff’s comment, the Company has revised the disclosures on pages 14, 54 and F-3 of the Registration Statement 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.

 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.

The Company advises the Staff that none of its short-term investments were held by any of its foreign subsidiaries as of July 31, 2015 and April
30, 2016. The Company has revised the disclosure on page F-34 to note this. The Company further advises the Staff that it will not repatriate any undistributed foreign earnings to repay the Senior Notes.

***

 Division of Corporation Finance

 August 16, 2016

 Page 3

 Please direct any questions regarding the
Company’s responses or the revised draft of the Registration Statement to me at (650) 320-4597 or mbaudler@wsgr.com.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

 Professional
Corporation

By:

/s/ Mark B. Baudler

Mark B. Baudler

cc:

Dheeraj Pandey, Nutanix, Inc.

Duston Williams, Nutanix, Inc.

Kenneth Long, Nutanix, Inc.

Eric Whitaker, Nutanix, Inc.

Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Andrew D. Hoffman, Wilson Sonsini Goodrich & Rosati, P.C.

Jeffrey R. Vetter, Fenwick & West LLP

James D. Evans, Fenwick & West LLP

Previn Waas, Deloitte & Touche LLP

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.

CORRESP
1
filename1.htm

CORRESP

 650 Page Mill Road

Palo Alto, CA 94304-1050

 PHONE
650.493.9300

 FAX 650.493.6811

www.wsgr.com

 CONFIDENTIAL TREATMENT REQUESTED

BY NUTANIX, INC.: NTNX-0001

January 7, 2016

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

 Via EDGAR and Overnight Delivery

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Barbara C. Jacobs
Maryse Mills-Apenteng
Gabriel Eckstein
Kathleen Collins
Eiko Yaoita Pyles

Re:

Nutanix, Inc.
Registration Statement on Form S-1
File No. 333-208711

 Ladies and
Gentlemen:

 On behalf of Nutanix, Inc., a Delaware corporation (the “Company”), we submit this supplemental letter to
assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1 (File No. 333-208711) (the
“Registration Statement”).

 Because of the commercially sensitive nature of information contained herein, this submission
is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

AUSTIN     BEIJING     BRUSSELS
GEORGETOWN, DE     HONG KONG     LOS ANGELES     NEW YORK

PALO ALTO     SAN DIEGO     SAN FRANCISCO
SEATTLE     SHANGHAI     WASHINGTON, DC

 Securities and Exchange Commission

 January 7,
2016

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY NUTANIX, INC.: NTNX-0001

 For the convenience of the Staff, we are providing to the Staff by overnight delivery copies
of this letter.

 The Company supplementally advises the Staff that on December 15, 2015, representatives from the lead underwriters,
on behalf of the underwriters, advised the Company that, based on then-current market conditions, it anticipates that the underwriters would recommend to the Company a preliminary price range of $[***] to $[***] per share (the
“Preliminary Price Range”). Prior to December 15, 2015, the underwriters did not deliver the Preliminary Price Range for the initial public offering.

The Company expects to include a bona fide offering price range in an amendment to the Registration Statement that will precede the
commencement of the Company’s road show. This final price range will be subject to then-current market conditions, business and market developments and other factors.

The Company supplementally advises the Staff that the Company’s board of directors determined that the fair value of its common stock for
awards granted on December 4, 2015, was $15.64 per share. At the time of the grants on December 4, 2015, the Company’s board of directors carefully considered all relevant information available to it, including the most recent
valuation report of its third-party independent valuation firm and concluded that, as of October 31, 2015, the fair market value of the Company’s common stock was $15.64 per share.

For purposes of determining the fair value of the Company’s common stock for the grants made since the beginning of fiscal 2015, the
Company used a hybrid Probability Weighted Expected Return Method (“PWERM”), as well as values indicated by private transactions involving secondary sales of the Company’s common stock. The PWERM portion incorporated an initial
public offering (“IPO”) scenario, which was increasingly weighted as the Company neared its IPO, a merger or acquisition (“M&A”) scenario, which was not heavily weighted in all periods given that the Company was
not actively negotiated an M&A exit, as well as a scenario where the Company does not sell shares through the IPO or M&A (the “Stay Private” scenario) using an Option Pricing Method backsolve calculation whose weighting was
decreased as the Company neared its IPO. The Company then weighted the value indicated by the hybrid PWERM analysis at 95%, and weighted the value for private transactions involving the secondary sales of the Company’s common stock at 5%.

As detailed in the Registration Statement, the Company and its board of directors have consistently sought to comply with the form and
substance of the American Institute of Certified Public Accounts Practice Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation. The Company’s board of directors consists of individuals with significant
experience in business, finance, venture capital and/or private equity and significant experience in valuing technology companies, including determining the fair values of the common stock of such companies. The Company’s board of directors
reached its determination of the estimated fair value of the Company’s common stock after thorough discussions and made its determination in good faith, based on the information available on the dates of grant, including third-party valuation
reports.

 Securities and Exchange Commission

 January 7,
2016

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY NUTANIX, INC.: NTNX-0001

 In the course of preparing the Company’s consolidated financial statements with a
retrospective view, the Company reassessed the fair value of all option and RSU issuances for all grants during the fiscal year ended July 31, 2015, and for the three months ended October 31, 2015.

As a result of the re-assessment, the Company recorded additional stock-based compensation charges based upon a linear interpolation of fair
values between the dates on which it obtained a third-party valuation. The Company submits that it believes its use of linear interpolation between such valuation dates is an appropriate methodology by which to determine the fair value per share for
financial accounting purposes due to the rapid growth of the Company and because the Company did not identify any single event or series of events that occurred during the periods that would have caused a material change in fair value.

The Company supplementally advises the Staff that, since August 1, 2014, the beginning of the Company’s 2015 fiscal year, the
Company has issued options or restricted stock units with the following exercises prices per share, if applicable, and fair market value for financial reporting purposes:

 Date of Grant

Number of
Shares
Underlying
Options Granted

Number of
Shares
Underlying RSUs
Granted

Exercise Price
Per Share

Common Stock Fair Value
Per Share (Utilized for
FASB ASC 718
Calculation)

9/18/2014

2,682,000

0

$
8.41

$
8.72

10/22/2014

92,250

205,000

$
8.41

$
9.01

11/21/2014

1,119,000

0

$
9.09

$
9.71

12/17/2014

477,000

0

$
9.09

$
10.47

1/26/2015

709,700

800,000

$
10.88

$
10.95

2/22/2015

733,800

0

$
10.96

$
11.28

2/26/2015

0

1,900,000

N/A

$
11.33

4/14/2015

912,100

0

$
11.58

$
11.87

4/27/2015

21,283

1,241,018

N/A

$
11.99

5/22/2015

652,313

149,750

$
12.02

$
12.72

6/2/2015

0

50,000

N/A

$
13.07

7/29/2015

336,900

209,060

$
13.49

$
14.65

9/1/2015

0

1,233,500

N/A

$
14.95

10/15/2015

0

382,159

N/A

$
15.44

10/28/2015

152,350

252,695

$
15.06

$
15.60

12/4/2015

20,400

940,806

$
15.64

$
14.40

 Securities and Exchange Commission

 January 7,
2016

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY NUTANIX, INC.: NTNX-0001

 Due to the above, the Company respectfully submits that it believes that its determination of
the fair value of its common stock for financial reporting purposes is appropriate and it has properly reflected the stock-based compensation expense for its historical grants.

* * * *

 Securities and Exchange Commission

 January 7,
2016

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY NUTANIX, INC.: NTNX-0001

 Please indicate receipt of this request for confidential treatment by date stamping the
enclosed copy of the first page of this letter and returning it in the envelope provided.

 Please contact me at (650) 320-4597 or
mbaudler@wsgr.com, or my colleague, Andrew D. Hoffman, at (650) 849-3240 or ahoffman@wsgr.com if you have any questions regarding the foregoing. Thank you for your assistance.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Mark Baudler

Mark Baudler

cc:
Dheeraj Pandey, Nutanix, Inc.

 Duston Williams, Nutanix, Inc.

Kenneth Long, Nutanix, Inc.

 Eric
Whitaker, Nutanix, Inc.

 Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Andrew D. Hoffman, Wilson Sonsini Goodrich & Rosati, P.C.

Jeffrey R. Vetter, Fenwick & West LLP

James D. Evans, Fenwick & West LLP

Previn Waas, Deloitte & Touche LLP

CORRESP
1
filename1.htm

SEC Comment Response Letter

 December 22, 2015

Via EDGAR and Overnight Delivery

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Barbara C. Jacobs

Maryse Mills-Apenteng

Gabriel Eckstein

Kathleen Collins

Eiko Yaoita Pyles

Re:

Nutanix, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted December 2, 2015

CIK No. 0001618732

 Ladies and Gentlemen:

 On
behalf of our client, Nutanix, Inc. (the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated December 17, 2015, relating to the above-referenced Amendment No. 2 to Confidential Draft Registration Statement on Form S-1. We are concurrently filing via EDGAR this letter and publicly filing the
Registration Statement (the “Registration Statement”). For the Staff’s reference, we are providing the Staff with both a clean copy of the Registration Statement and a copy marked to show all changes from the version
confidentially submitted on December 2, 2015.

 In this letter, we have recited the comments from the Staff in italicized, bold type and
have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the pages of the Registration Statement.

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.

 Division of Corporation Finance

December 22, 2015

 Page 2

In response to the Staff’s comment, the Company has revised the disclosure on pages 10 and 159 of the Registration Statement to state that the
shares to be offered through the directed share program will not be subject to lock-up agreements.

 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 and 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 substantially 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 them as exhibits to your registration statement.

The Company advises the Staff that it does not believe that its business is dependent on any single channel partner. While Carahsoft Technology Corp.
(“Carahsoft”) represented 38%, 23%, 23% and 19% of the Company’s total revenue for the fiscal years ended July 31, 2013, 2014 and 2015, and the three months ended October 31, 2015, respectively, and Promark Technology
Inc. (“Promark”) represented 15% and 20% of the Company’s total revenue for the fiscal year ended July 31, 2015 and the three months ended October 31, 2015, the Company’s relationships with these and other
channel partners are not exclusive. The Company advises the Staff that the large majority of the Company’s total revenue is based on the sales activities initiated by the Company’s sales and marketing teams, and not sales activities
initiated by the Company’s channel partners. While the Company continues to utilize channel partners to fulfill orders from end-customers, the Company believes that if a relationship with one of these channel partners were to terminate, the
Company would be able to fulfill the orders from the end-customers that are currently served by these channel partners through a different channel partner. In addition, the Company does not believe that the relationships between these channel
partners and the Company’s end-customers are exclusive. The Company does not believe that the loss of any one channel partner would materially adversely affect its business, operating results or financial condition.

The Company also advises the Staff that the agreements the Company enters into with its channel partners, including Carahsoft and Promark, are entered
into in the ordinary course of the Company’s business. As discussed above, the Company does not believe its business is substantially dependent on its contracts with any one channel partner. As a result, the Company does not believe that any of
its agreements with its channel partners, including Carahsoft and Promark, are material agreements required to be filed under Item 601(b)(10) of Regulation S-K.

 Division of Corporation Finance

December 22, 2015

 Page 3

In response to the Staff’s comment, the Company has revised the disclosure on page 21 of the Registration Statement to clarify that the loss
of a substantial number of its channel partners could materially and adversely affect its business and operating results. The Company will continue to monitor its relationship with its channel partners, and if it determines that it is substantially
dependent on one or more channel partners, it will provide a discussion of the material terms of its agreements with such channel partners and will file such agreements as exhibits with the Commission.

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.

 In response to the Staff’s comment, the Company has revised the disclosure on page 107 of the Registration Statement to
disclose the material terms of the OEM partnerships with Dell and Lenovo. There are no material production or other terms other than as described in the Registration Statement.

The Company supplementally advises the Staff that sales under the OEM partnership with Dell represented less than 1% of its total revenue for the fiscal
year ended July 31, 2015 and the three months ended October 31, 2015. The Company further advises the Staff that it has not yet had any revenue attributable to the OEM partnership with Lenovo, since the Company and Lenovo have not yet
launched the product line for Lenovo.

 ***

Please direct any questions regarding the Company’s responses or the revised draft of the Registration Statement to me at (650) 320-4597 or mbaudler@wsgr.com.

 Division of Corporation Finance

December 22, 2015

 Page 4

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

By:

/s/ Mark B. Baudler

Mark B. Baudler

cc:

Dheeraj Pandey, Nutanix, Inc.

Duston Williams, Nutanix, Inc.

Kenneth Long, Nutanix, Inc.

Eric Whitaker, Nutanix, Inc.

Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.

Andrew D. Hoffman, Wilson Sonsini Goodrich & Rosati, P.C.

Jeffrey R. Vetter, Fenwick & West LLP

James D. Evans, Fenwick & West LLP

Previn Waas, Deloitte & Touche LLP

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.

Mail Stop 4561
September 2, 2015

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

Re: Nutanix, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted August 12, 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.   Unless otherwise noted, references in this letter to prior
comments refer to our letter dated July 28 , 2015.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly fili ng your registration statement on
EDGAR.  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 the information you provide in respons e to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Risk Factors

Risks Related to Our Business and Industry, page 13

1. We note that your response to prio r comment 5 appears to conflict with your risk factor
disclosure at the bottom of page 18, which specifically asserts that you rely to a
significant degree on your channel partners and an inability to replace channel partners
may adversely affect your busi ness and operating results.  Given this, it appears that your
reliance on two channel partners for a significant portion of your revenue warrants
specific risk factor disclosure.

Dheeraj Pandey
Nutanix, Inc.
September 2 , 2015
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of O perations

Results of Operations

Comparison of the Nine Months Ended April 30, 2014 and 2015, page 64

2. We note from your response to prior comment 8 that software -only sales accounted for
less than 1% of your total revenues for each period presented.  Ple ase explain further how
such response compares to your disclosures on page 65 where you indicate that product
gross margin increased, in part, due to changes in product mix, including higher revenue
from software -related deliverables.  In this regard, plea se quantify for us, how software -
related sales impacted the increase in your product gross margins from 52% for the nine
months ended April 30, 2014 to 60% for the comparable period in fiscal 2015.  To the
extent that software -only sales did not significan tly impact your product gross margins,
please consider revising your disclosures accordingly.

Notes to Consolidated Financial Statements

Note 10.  Equity Award Plans, page F -24

3. We note your response to prior comment 24 where you indicate that no Perfor mance
RSUs will vest upon completion of this offering; as such awards require ongoing service
requirements through the one -month anniversary of the expiration of the lock -up period.
Please reconcile this statement to your disclosures on page F -26 where yo u indicate that
upon consummation of this offering, the company will record cumulative stock -based
compensation expense for the portion of Performance RSUs for which the relevant
service condition has been satisfied with the remaining expense recognized ov er the
remaining service period.  Please clarify for us, which awards will be considered fully
vested upon consummation of this offering such that you will record cumulative
compensation expense and tell us how the lock -up period factors into your consider ation.
In addition, please revise your disclosures regarding the terms of your Performance RSUs
to include a discussion of the vesting and settlement provisions as provided in your
response.

4. Please revise your disclosures, both here and in the forepart of the document, to clearly
disclose the amount of compensation expense that will be recorded upon effectiveness of
this offering as indicated in your response to prior comment 24.  While we not e your
placeholder disclosure on page 78, please also include this information elsewhere where
you provide pro forma net loss per share data.  In this regard, consider including footnote
disclosures indicating that such calculations exclude the impact of a pproximately $20
million of share -based compensation that will be recognized upon effectiveness of this
offering.

Dheeraj Pandey
Nutanix, Inc.
September 2 , 2015
Page 3

 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 matters.  Please contact Gabriel Eckstein, Staff Attorney,
at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457  with any other
questions.  If you require furthe r 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.

July 28, 2015

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

Re: Nutanix, Inc.
Draft Registration Statement on Form S -1
Submitted July 1, 2015
  CIK No. 0001618732

Dear Mr. Pandey:

We have reviewed your 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 reque sted 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 circumstances 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

Overvi ew, page 1

1. Refer to the second paragraph in this section.  Please clarify your relationship to Google,
Facebook and Amazon and explain the basis for naming these companies in your
summary. To the extent you have included these companies for reasons other than
describ ing your business relationships —for example, to describe the convergence
industry generally —please consider removing these names from your summary
discussion, which should be limited to key aspects of your offering.

2. For a more balanced discussion of your business, please disclose your accumulated
deficit for the latest period.  Include similar disclosure elsewhere as appropriate, such as
in the business and/or MD&A sections.

Dheeraj Pandey
Nutanix, Inc.
July 28, 2015
Page 2

 Competitive Strengths, page 4

3. Please tell us your bases for the statements in the fourth bullet point in this section that
you have high customer loyalty, strong customer references, and accelerated repeat
purchasers.  Quantify the disclosure where possible.

4. In the fourth bullet point, please briefly explain what “net promoter scor e” is and who
calculates it and disclose why you believe that a score of 90 is an industry best.  We note
your disclosure on page 85 in this regard.

Risk Factors

Risks Related to Our Business and Industry, page 13

5. According to your disclosure on page F -9, it appears that you were  dependent on a single
channel partner  for fiscal year 2014 .  We also note your disclosure on page 94.  Please
include an appropriate risk factor and tell us how you determined that the channel partner
agreement is not required t o be filed.

We rely on a limited number of suppliers…, page 21

6. We note that in some cases you are dependent on sole source suppliers  for key
components in your products .  Please include an expanded discussion of your sole -source
supplier agreements in th e business  section  and the extent to which you are materially
dependent on one or more of these agreements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Factors Affecting Our Performance

Continued Purchases and  Upgrades within Existing Customer Base, page 60

7. According to your disclosure on page 58, when end -customers purchase a platform, they
also purchase one or more years of support and maintenance.  Please clarify how you
account for support and maintenance purchases when calculating the percentage of end -
customers that have made repeat purchases and the amount of total lifetime orders on
page 60.

Changes in Product Mix and Associated Accounting Impact, page 60

8. We note that shifts in the mix of whether your solutions are sold as an appliance or as
software -only could result in fluctuations in your revenue and gross margins.  For each
period presented, tell us what percentage of your sales was appliance versus software -
only.  To the extent that your sales are shifting toward software -only, which appears to be

Dheeraj Pandey
Nutanix, Inc.
July 28, 2015
Page 3

 the case in fiscal 2015, tell us what impact this shift has had on your revenues and gross
margin and how you considered including a quantified discussion of such imp act in your
results of operations discussion. Refer to Item 303(a)(3)(ii) of Regulation S -K and item
III.B of SEC Release 33 -8350.

Quarterly Results of Operations

Quarterly Revenue Trends, page 70

9. We note that “Support and other services” revenue has i ncreased at a greater rate than
“Product” revenue.  Please provide a discussion of the reason for this increase and its
impact.  Refer to Item 303(a)(3)(ii) of Regulation S -K.

Critical Accounting Estimates

Common Stock Valuations, page 77

10. We note that, in valuing your common stock, you used the income approach and market
approach.  Please revise to include the nature of the material assumptions used to in these
approaches.  In addition, please disclose the extent to which the estimates are considered
highly complex and subjective.  Similar disclos ures should be made with regard  to the
option pricing and probability weighted expected return methods used to allocate the
equity value to the common stock.

Business, page 79

11. We note your reference to the O EM partnership with Dell Inc. here and elsewhere in your
prospectus.  Please expand your disclosure to provide a materially complete discussion of
your OEM partnerships, including your relationship with Dell.

12. You disclose on pages 19 and 24 that you are dependent on sales to gover nment
organizations and that such entities may be able to terminate contracts for convenience.
Please disclose the portion of the government contracts that are subject to renegotiation
or termination at the election of the government.  Refer to Item 101(c )(1)(ix) of
Regulation S -K.

Overview, page 79

13. Regarding the disclosure in the last paragraph on page 79 and in the last full paragraph on
page 83, please provide a more detailed explanation using plain language of how your
models operate.  Also explain the validation process used by IDC for the model on page
79 and disclose whether it was commissioned by you.

Dheeraj Pandey
Nutanix, Inc.
July 28, 2015
Page 4

 Our End -Customers, page 94

14. Please disclose the specific revenue percentages represented by Carashoft Technology
Corp. and Promark Technology Inc.

Facilities, page 97

15. You state that you entered into two lease agreements that expire March 2018.  One of the
agreements appears to have been filed as exhibit 10.14.  Please confirm that you will file
the other lease agreement or advise.

Management

Com pensation Committee Interlocks and Insider Participation, page 103

16. We note your reference to the section titled “Certain Relationships and Related Party
Transactions.”  Please expand your disclosure in this section to include the dates, number
of shares a nd aggregate purchase price of the transactions with the entities affiliated with
Messrs. Mhatre and Parks, in accordance with Item 404(a) of Regulation S -K.  Refer to
Item 407(e)(4)(i)(C) of Regulation S -K.

Executive Compensation

Employee Benefit and St ock Plan

Executive Bonus Plan, page 116

17. Please file a copy of the Executive Bonus Plan as an exhibit or advise.  Refer to Item
601(b)(10)(iii)(A) of Regulation S -K.

Principal and Selling Stockholders, page 123

18. We note that according  to the table, Jeffrey T. Parks  does not beneficially own any of
your shares.  Footnote (6), however, discloses that he shares voting or dispositive power
over shares held by Riverwood Capital.  Please advise or revise.

Shares Eligible for Future Sale, pa ge 131

19. Please disclose the number of “restricted securities” that will be publicly available for
sale immediately after and 180 days after effectiveness.

Dheeraj Pandey
Nutanix, Inc.
July 28, 2015
Page 5

 Underwriting, page 139

20. Please tell us where in this section you disclose the exceptions and terms a nd conditions
to the lock -up agreement that you refer to on pages 39 and 127.

Notes to Consolidated Financial Statements

Note 2.  Basis of Presentation and Summary of Significant Accounting Policies

Concentration Risk, page F -9

21. Please tell us whether any of your end -customer accounted for more than 10% of
accounts receivable as of July 2013 and 2014 and April 30, 2014.  If any of your end -
customer represents more than 10%, please disclose the percentage or amount of
accounts rece ivable for those customers.

Revenue Recognition, page F -11

22. We note that your PCS contracts include the right to receive software upgrades, bug
fixes, and parts replacement services related to your hardware appliances.  Please clarify
whether you sell PCS for non -software deliverables together with PCS for non -essential
software.  If so, please tell us how you allocate the PCS revenue to these deliverables.
Refer to ASC 985 -605-25-10(f).

Deferred Commissions, page F -12

23. We note that your deferred com mission amounts are recoverable through the revenue
streams and are amortized over the same period that revenue is recognized from the
related customer contract .  Please tell us whether these customer contracts are cancelable.
If so, please tell us how yo u evaluate the deferred commissions for recoverability.

Note 10.  Equity Award Plans, page F -24

24. We note from your disclosures on page F -26 that upon effectiveness of this offering, you
will record cumulative stock -based compensation expense related to certain performance
stock awards.  Tell us the estimated amount of compensation you expect to record  for
such awards and the estimated number of Performance RSUs that will vest upon
completion of this offering.  Also, to the extent material, tell us whether you considered
including pro forma adjustments on the face of the historical balance sheet to refl ect the
share -based compensation that will be recorded at closing.  In addition, tell us your
consideration to include a pro forma adjustment to the denominator in your EPS
calculations for the number of RSUs that will convert to common stock upon
effectiv eness, if material.

Dheeraj Pandey
Nutanix, Inc.
July 28, 2015
Page 6

 General

25. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

26. We are in receipt of your confidential treatment request in connection with Exhibit 10.15 .
Comments, if any, will be issued in a separate letter.  Any comments must  be resolved
and yo ur application must be complete  before we may accelerate the effective date of
your registration statement.

27. Regarding the industry data and other research you cite in your prospectus by Gartner and
IDC, please include the dates of any such reports and provide us with supplemental
copies of the source of information that you cite and from which the data in the
prospectus is extracted .  Mark the copies appropriately to designate the portions you rely
upon and cross -reference them to the statements in the prospectus.  Also tell us whether
any of the data was prepared for you or for the offering.

You may contact Eiko Yao ita Pyles , Staff Accountant, at (202) 551 -3587 or Kath leen
Collins, Accounting Branch Chief , at (202) 551 -3499  if you have questions regarding comments
on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff Attorne y,
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
 Speci al Counsel

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