X0206 3/A 2017-03-29 2017-03-29 0 0001689923 Alteryx, Inc. AYX 0001619710 ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001619682 ICONIQ STRATEGIC PARTNERS II-B, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001654712 ICONIQ Strategic Partners II Co-Invest, L.P., AX Series C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001702932 ICONIQ Strategic Partners II GP, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001702831 ICONIQ Strategic Partners II TT GP, Ltd C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688124 Griffith William J.G. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Class B Common Stock (*) Class A Common Stock 285820 D Class B Common Stock (**) Class A Common Stock 223739 D Class B Common Stock (***) Class A Common Stock 331695 D Class C Common Stock (*) Class B Common Stock 621660 D Class C Common Stock (**) Class B Common Stock 486634 D Class C Common Stock (***) Class B Common Stock 721437 D 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. In addition, pursuant to the Issuer's Restated Certificate of Incorporation (the "Post-Effective Certificate") that will be effective upon the consummation of the Issuer's initial public offering, each share of Class B Common Stock 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 Post-Effective Certificate. The shares of Class B Common Stock have no expiration date. 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 A Common Stock and Class B Common Stock have no expiration date. Each share of Series C Preferred Stock is convertible, at any time at the option of the holder, into one (1) share of Class B Common Stock. In addition, each share of Series C Preferred Stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the consummation of the Issuer's initial public offering. The shares of Series C Preferred Stock have no expiration date. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP"), is the general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., 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. This form 3 is being amended to correct the original Form 3 which failed to report all Reporting Persons. Exhibit 99.1 - Joint Filers' Names and Addresses (*) Directly held by ICONIQ Strategic Partners II, L.P. (**) Directly held by ICONIQ Strategic Partners II-B, L.P. (***) Directly held by ICONIQ Strategic Partners II Co-Invest, L.P., AX Series 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 2017-04-05 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 2017-04-05 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 2017-04-05 ICONIQ Strategic Partners II GP, L.P., by ICONIQ Strategic Partners II TT GP, Ltd., its general partner, /s/ Kevin Foster 2017-04-05 ICONIQ Strategic Partners II TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-04-05 /s/ Divesh Makan 2017-04-05 /s/ William Griffith 2017-04-05