| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alteryx, Inc. [ AYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/29/2017 | P | 378,618 | A | $14 | 378,618 | D(1)(6) | |||
| Class A Common Stock | 03/29/2017 | P | 296,382 | A | $14 | 296,382 | D(2)(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series C Preferred Stock | (3) | 03/29/2017 | C | 621,660 | (3) | (3) | Class B Common Stock | 621,660 | $0.00(3)(5) | 0 | D(1)(6) | ||||
| Series C Preferred Stock | (3) | 03/29/2017 | C | 486,634 | (3) | (3) | Class B Common Stock | 486,634 | $0.00(3)(5) | 0 | D(2)(6) | ||||
| Series C Preferred Stock | (3) | 03/29/2017 | C | 721,437 | (3) | (3) | Class B Common Stock | 721,437 | $0.00(3)(5) | 0 | D(4)(6) | ||||
| Class B Common Stock | (5) | 03/29/2017 | C | 621,660 | (5) | (5) | Class A Common Stock | 621,660 | $0.00(5) | 907,480 | D(1)(6) | ||||
| Class B Common Stock | (5) | 03/29/2017 | C | 486,634 | (5) | (5) | Class A Common Stock | 486,634 | $0.00(5) | 710,373 | D(2)(6) | ||||
| Class B Common Stock | (5) | 03/29/2017 | C | 721,437 | (5) | (5) | Class A Common Stock | 721,437 | $0.00(5) | 1,053,132 | D(4)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. ICONIQ Strategic Partners II, L.P ("ICONIQ II") is the direct owner of these securities. |
| 2. ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") is the direct owner of these securities. |
| 3. Each share of Series C Preferred Stock automatically converted into one (1) share of Class B Common Stock immediately prior to the consummation of the Issuer's initial public offering on March 29, 2017. The shares of Series C Preferred Stock had no expiration date. |
| 4. ICONIQ Strategic Partners II Co-Invest, L.P., AX Series ("ICONIQ II Co-Invest, AX Series") is the direct owner of these securities. |
| 5. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock and will convert automatically into one (1) share of Class A Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Certificate of Incorporation. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon the earliest to occur of the following: (a) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (b) March 23, 2027, and (c) the date the shares of Class B Common Stock cease to represent at least 10% of all outstanding shares of Common Stock. The shares of Class B Common Stock have no expiration date. |
| 6. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP"), is the general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest, AX Series. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP") is the general partner of ICONIQ GP. Divesh Makan and William Griffith are the sole equity holders and directors of ICONIQ Parent GP. Each of ICONIQ GP, ICONIQ Parent GP, Divesh Makan and William Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| Remarks: |
| Exhibit 99.1 - Joint Filers' Names and Addresses |
| ICONIQ Strategic Partners II, L.P., by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster | 03/31/2017 | |
| ICONIQ Strategic Partners II-B, L.P., by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster | 03/31/2017 | |
| ICONIQ Strategic Partners II Co-Invest, L.P., AX Series, by ICONIQ, Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster | 03/31/2017 | |
| /s/ Divesh Makan | 03/31/2017 | |
| /s/ William Griffith | 03/31/2017 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||