SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SANDELL SCOTT D

(Last) (First) (Middle)
1954 GREENSPRING DRIVE
SUITE 600

(Street)
TIMONIUM MD 21093

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tableau Software Inc [ DATA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/02/2014 C(1) 1,250,000 A (2) 1,250,000 I See Note 3(3)
Class A Common Stock 12/02/2014 J(4) 1,250,000 D $0 0 I See Note 3(3)
Class A Common Stock 12/02/2014 J(5) 383,750 A $0 383,750 I See Note 6(6)
Class A Common Stock 12/02/2014 J(7) 383,750 D $0 0 I See Note 6(6)
Class A Common Stock 12/02/2014 J(8) 27,106 A $0 55,705 I See Note 9(9)
Class A Common Stock 12/02/2014 J(11) 69,572 A $0 69,572 I See Note 10(10)
Class A Common Stock 12/03/2014 S 17,663 D $81.475(13) 51,939 I See Note 10(10)
Class A Common Stock 12/04/2014 S 24,605 D $81.316(14) 27,334 I See Note 10(10)
Class A Common Stock 12/04/2014 S 10,181 D $80.7784(15) 17,153 I See Note 10(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 12/02/2014 C 1,250,000 (2) (12) Class A Common Stock 1,250,000 (2) 1,964,192 I See Note 3(3)
Explanation of Responses:
1. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
2. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer's Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes.
3. The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("NEA 11"), the direct beneficial owner of the Shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion the Shares held by NEA 11 in which the Reporting Person has no pecuniary interest.
4. NEA 11 made a pro rata distribution for no consideration of an aggregate of 1,250,000 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on December 2, 2014.
5. NEA Partners 11 received 383,750 shares of Class A Common Stock of the Issuer in the distribution by NEA 11 on December 2, 2014.
6. The Reporting Person is a manager of NEA 11 GP, LLC, the sole general partner of NEA Partners 11, the direct beneficial owner of the Shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the Shares of Class A Common Stock of the Issuer held by NEA Partners 11 in which the Reporting Person has no pecuniary interest.
7. NEA Partners 11 made a pro rata distribution for no consideration of an aggregate of 383,750 shares of Class A Common Stock of the Issuer to its limited partners on December 2, 2014.
8. The Sandell Family Trust, u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees (the "Sandell Famliy Trust") received 27,106 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 11 on December 2, 2014.
9. The securities are held directly by the Sandell Family Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of such portion of the shares of Class A Common Stock of the Issuer held by the Sandell Family Trust in which the Reporting Person has no pecuniary interest.
10. The Reporting Person is a member of the Board of Directors of New Enterprise Associates, LLC ("NEA LLC"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the Class A Common Stock of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
11. NEA LLC received 69,572 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 11 on December 2, 2014.
12. Not applicable.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.86 to $81.755, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (13) to this Form 4.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.05 to $82.045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (14) to this Form 4.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.57 to $81.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (15) to this Form 4.
/s/ Sasha Keough, attorney-in-fact 12/04/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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