0001689923-24-000027.txt : 20240319 0001689923-24-000027.hdr.sgml : 20240319 20240319163857 ACCESSION NUMBER: 0001689923-24-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240319 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUBIN KEVIN CENTRAL INDEX KEY: 0001198529 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38034 FILM NUMBER: 24764043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Alteryx, Inc. CENTRAL INDEX KEY: 0001689923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 900673106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17200 LAGUNA CANYON ROAD CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (888) 836-4274 MAIL ADDRESS: STREET 1: 17200 LAGUNA CANYON ROAD CITY: IRVINE STATE: CA ZIP: 92618 4 1 wk-form4_1710880721.xml FORM 4 X0508 4 2024-03-19 1 0001689923 Alteryx, Inc. AYX 0001198529 RUBIN KEVIN C/O ALTERYX, INC. 17200 LAGUNA CANYON ROAD IRVINE CA 92618 0 1 0 0 Interim CEO and CFO 0 Class A Common Stock 2024-03-19 4 D 0 98730 D 71734 D Class A Common Stock 2024-03-19 4 D 0 71734 D 0 D Stock Option (Right to Buy) 68.26 2024-03-19 4 D 0 16288 0 D 2029-03-03 Class A Common Stock 16288 0 D Stock Option (Right to Buy) 27.09 2024-03-19 4 D 0 22369 0 D 2028-01-05 Class A Common Stock 22369 0 D Stock Option (Right to Buy) 12.30 2024-03-19 4 D 0 4863 0 D 2020-11-29 2026-11-28 Class B Common Stock 4863 0 D Performance Restricted Stock Units 2024-03-19 4 D 0 300000 0 D 2029-09-13 Class A Common Stock 300000 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 18, 2023, by and among Alteryx, Inc. (the "Issuer"), Azurite Intermediate Holdings, Inc. ("Parent") and Azurite Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. At the effective time of the Merger, these shares were automatically converted solely into the right to receive cash in an amount equal to $48.25, without interest, per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement. At the effective time of the Merger, each outstanding restricted stock unit that was unvested was cancelled and converted solely into the contingent right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested restricted stock unit award immediately prior to the effective time of the Merger, multiplied by (ii) the Per Share Price, less applicable withholding taxes. Such resulting cash award and payment thereof will be subject to the same vesting terms and conditions as applied to such unvested restricted stock unit award immediately prior to the effective time of the Merger. At the effective time of the Merger, this option to purchase shares of the Issuer's common stock had an exercise price per share that was greater than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, was cancelled for no consideration or payment. At the effective time of the Merger, each issued and outstanding stock option that was vested was cancelled and converted solely into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such vested option multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such vested option, less applicable withholding taxes, subject to the terms and conditions of the Merger Agreement. This award of performance-based restricted stock units had not become eligible for vesting as of the effective time of the Merger based on the actual or deemed achievement of the applicable performance-based metrics and, pursuant to the terms of the award agreement under which this award was granted and the Merger Agreement, was cancelled for no consideration or payment. /s/ Christopher M. Lal, by power of attorney 2024-03-19