0001104659-18-056039.txt : 20180910 0001104659-18-056039.hdr.sgml : 20180910 20180910170024 ACCESSION NUMBER: 0001104659-18-056039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180910 DATE AS OF CHANGE: 20180910 GROUP MEMBERS: INSIGHT HOLDINGS GROUP, LLC GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES COINVESTEMENT III, L.P. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES VIII, L.P. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES VIII, LTD. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alteryx, Inc. CENTRAL INDEX KEY: 0001689923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 900673106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89935 FILM NUMBER: 181063304 BUSINESS ADDRESS: STREET 1: 3345 MICHELSON DRIVE STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: (888) 836-4274 MAIL ADDRESS: STREET 1: 3345 MICHELSON DRIVE STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Insight Venture Partners VIII, L.P. CENTRAL INDEX KEY: 0001574478 IRS NUMBER: 981100706 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13D/A 1 a18-28003_1sc13da.htm SC 13D/A

 

CUSIP No.  02156B103

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  6)*

 

Alteryx, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

02156B103

(CUSIP Number)

 

Blair Flicker

General Counsel

Insight Venture Partners

1114 Avenue of the Americas, 36th Floor

New York, NY 10036

212-230-9200

 

With a copy to:

Gordon R. Caplan

Matthew J. Guercio

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

212-728-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 6, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Partners VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,806,510 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,806,510 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,806,510 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.6% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 209,429 shares of Class A common stock (“Class A Common Stock”) of Alteryx, Inc. (the “Issuer”) and 2,597,081 shares of Class B common stock (“Class B Common Stock”) of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 2,597,081 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

2



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Partners (Cayman) VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
725,962 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
725,962 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
725,962 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.1% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 54,173 shares of Class A Common Stock of the Issuer and 671,789 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 671,789 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D. 

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

3



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Partners (Delaware) VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
890,138 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
890,138 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
890,138 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.5% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 66,424 shares of Class A Common Stock of the Issuer and 823,714 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, and (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 823,714 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D. 

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

4



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Insight Venture Partners VIII (Co-Investors), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
100,161 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
100,161 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
100,161 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 7,474 shares of Class A Common Stock of the Issuer and 92,687 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, and (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 92,687 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D. 

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

5



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Insight Venture Partners Coinvestment Fund III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,623,829 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,623,829 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,623,829 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.1% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 195,796 shares of Class A Common Stock of the Issuer and 2,428,033 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 2,428,033 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

6



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,898,945 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,898,945 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,898,945 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.2% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 141,704 shares of Class A Common Stock of the Issuer and 1,757,241 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 1,757,241 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D. 

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

7



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Associates VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,522,771 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,522,771 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,522,771 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.7% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 4,185,271 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 4,185,271 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

8



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Associates VIII, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,522,771 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,522,771 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,522,771 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.7% (1)(2)(3)

 

 

14

Type of Reporting Person
CO

 


(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 4,185,271 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 4,185,271 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

9



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Associates Coinvestment III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
4,527,815 (1)

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
4,527,815 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,527,815 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.7% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 342,541 shares of Class A Common Stock of the Issuer and 4,185,274 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 4,185,274 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

10



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Venture Associates Coinvestment III, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,527,815 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,527,815 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,527,815 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.7% (1)(2)(3)

 

 

14

Type of Reporting Person
CO

 


(1) Consists of 342,541 shares of Class A Common Stock of the Issuer and 4,185,274 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 4,185,274 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

11



 

SCHEDULE 13D

 

CUSIP No. – 02156B103

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Insight Holdings Group, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,050,586 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,050,586 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,050,586 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
21.1% (1)(2)(3)

 

 

14

Type of Reporting Person
OO

 


(1) Consists of 680,041 shares of Class A Common Stock of the Issuer and 8,370,545 shares of Class B Common Stock of the Issuer.  The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights.  Each share of Class A Common Stock is entitled to one vote per share.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (iii) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (iv) 8,370,545 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.

 

(3) The percentage ownership of the Reporting Person reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13D, as described in footnote 2 above.

 

12



 

CUSIP No.   02156B103

 

This amends and supplements (the “Amendment”) the Schedule 13D dated April 7, 2017, as previously amended on January 18, 2018, March 13, 2018, August 17, 2018, August 27, 2018 and August 31, 2018 (the “Schedule 13D”) filed with the U.S. Securities and Exchange Commission by Insight Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (“IVP VIII”), Insight Venture Partners (Cayman) VIII, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman VIII”), Insight Venture Partners (Delaware) VIII, L.P, a Delaware limited partnership (“IVP Delaware VIII”), Insight Venture Partners VIII (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP VIII Co-Investors” and collectively with IVP VIII, IVP Cayman VIII and IVP Delaware VIII, the “Insight VIII Funds”), Insight Venture Partners Coinvestment Fund III, L.P., a Cayman Islands exempted limited partnership (“IVP Coinvestment III”), Insight Venture Partners Coinvestment Fund (Delaware) III, L.P., a Delaware limited partnership (“IVP Coinvestment Delaware III” and collectively with IVP Coinvestment III, the “Insight Coinvestment Funds” and together with the Insight VIII Funds, the “Insight Funds”), Insight Venture Associates VIII, L.P., a Cayman Islands exempted limited partnership (“IVA VIII”), Insight Venture Associates VIII, Ltd., a Cayman Islands exempted company (“IVA VIII Ltd”), Insight Venture Associates Coinvestment III, L.P., a Cayman Islands exempted limited partnership (“IVA III”), Insight Venture Associates Coinvestment III, Ltd., a Cayman Islands exempted corporation (“IVA III, Ltd”) and Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings” and collectively with the foregoing entities in this paragraph, the “Reporting Persons”).

 

Item 1.   Security and Issuer.

 

No amendments are being made to Item 1 of the Amendment.

 

Item 2.   Identity and Background.

 

No amendments are being made to Item 2 of the Amendment.

 

Item 3.   Source or Amount of Funds or Other Consideration.

 

No amendments are being made to Item 3 of the Amendment.

 

Item 4.   Purpose of the Transaction.

 

Item 4 is hereby amended as follows:

 

On September 6, 2018, the Insight Funds delivered to the Issuer a conversion notice to convert an aggregate of 2,000,000 shares of Class B Common Stock held directly by the Insight Funds into 2,000,000 shares of Class A Common Stock of the Issuer (the “September 6 Conversion”, and such shares, the “September 6 Converted Shares”).

 

Effective September 6, 2018, the Insight Funds distributed the September 6 Converted Shares to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith.

 

Other than the September 6 Converted Shares, the Reporting Persons also continue to hold an aggregate of 8,370,545 shares of Class B Common Stock, for which they have not submitted any conversion notice. The Reporting Persons have no present plan or proposal to submit an conversion notice regarding these shares of Class B Common Stock.

 

Except as set forth in this Schedule 13D, the Reporting Persons have no plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.   Interest in Securities of the Issuer.

 

Item 5(a) and (b) are amended as follows:

 

13



 

CUSIP No.   02156B103

 

Each share of Class B Common Stock is convertible at any time by the holder thereof into one share of Class A Common Stock. Percentages in this Amendment are calculated in accordance with the rules of the SEC based on the quotient obtained by dividing (i) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the applicable Reporting Person by (ii) the sum of (A) 29,947,008 shares of Class A Common Stock outstanding as of August 2, 2018, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on August 9, 2018, (B) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on August 13, 2018, (C) the 2,000,000 shares of Class B Common Stock converted into Class A Common Stock on September 6, 2018, and (D) the number of shares of Class B Common Stock beneficially owned by the applicable Reporting Person. Any conversion of Class B Common Stock into Class A Common Stock will be made pro rata among the Reporting Persons. The aggregate number of shares of Class B Common Stock beneficially owned by the applicable Reporting Person as set forth in clauses “(i)” and “(ii)” of this sub-clause (a) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the applicable Reporting Person for purposes of this Schedule 13D. To the Reporting Persons’ knowledge, no Shares are beneficially owned by any Scheduled Person (as defined in the Schedule 13D).

 

Reporting Person

 

Number of Shares
Beneficially 
Owned

 

Percentage of 
Class

 

 

 

 

 

 

 

Insight Venture Partners VIII, L.P.

 

2,806,510

 

7.6

%

Insight Venture Partners (Cayman) VIII, L.P.

 

725,962

 

2.1

%

Insight Venture Partners (Delaware) VIII, L.P.

 

890,138

 

2.5

%

Insight Venture Partners VIII (Co-Investors), L.P.

 

100,161

 

0.3

%

Insight Venture Partners Coinvestment Fund III, L.P.

 

2,623,829

 

7.1

%

Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.

 

1,898,945

 

5.2

%

Insight Venture Associates VIII, L.P.

 

4,522,771

*

11.7

%*

Insight Venture Associates VIII, Ltd.

 

4,522,771

*

11.7

%*

Insight Venture Associates Coinvestment III, L.P.

 

4,527,815

*

11.7

%*

Insight Venture Associates Coinvestment III, Ltd.

 

4,527,815

*

11.7

%*

Insight Holdings Group, LLC

 

9,050,586

*

21.1

%*

 

(b)  Sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of the Shares:

 

Reporting Person

 

Sole Power to 
Vote/Direct 
Disposition

 

Shared Power to 
Dispose/Direct 
the Disposition

 

 

 

 

 

 

 

Insight Venture Partners VIII, L.P.

 

2,806,510

 

0

 

Insight Venture Partners (Cayman) VIII, L.P.

 

725,962

 

0

 

Insight Venture Partners (Delaware) VIII, L.P.

 

890,138

 

0

 

Insight Venture Partners VIII (Co-Investors), L.P.

 

100,161

 

0

 

Insight Venture Partners Coinvestment Fund III, L.P.

 

2,623,829

 

0

 

Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.

 

1,898,945

 

0

 

Insight Venture Associates VIII, L.P.

 

0

 

4,522,771

*

Insight Venture Associates VIII, Ltd.

 

0

 

4,522,771

*

Insight Venture Associates Coinvestment III, L.P.

 

0

 

4,527,815

*

Insight Venture Associates Coinvestment III, Ltd.

 

0

 

4,527,815

*

Insight Holdings Group, LLC

 

0

 

9,050,586

*

 


*Holdings is the sole shareholder of IVA VIII Ltd, which in turn is the general partner of IVA VIII, which in turn is the general partner of each of the Insight VIII Funds. Accordingly, the number of shares listed as owned by each of the Insight VIII Funds may be deemed to be beneficially owned by Holdings, IVA VIII Ltd and IVA VIII. Holdings is the sole shareholder of IVA III, Ltd, which in turn is the general partner of IVA III which in turn is the general partner of each of the Insight Coinvestment Funds. Accordingly, the

 

14



 

CUSIP No.   02156B103

 

number of shares listed as owned by each of the Insight Coinvestment Funds may be deemed to be beneficially owned by Holdings, IVA III, Ltd and IVA III. The foregoing is not an admission by any of Holdings, IVA VIII Ltd, IVA VIII, IVA III, Ltd or IVA III that it (i) is the beneficial owner of the shares held by the Insight Funds, or (ii) has a pecuniary interest in the shares held by the Insight Funds except to the extent of its economic interest in such shares.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares for purposes of Section 13(d) of the Act or for any other purpose.

 

Item 5(c) of the Schedule 13D is hereby amended as follows:

 

(1) No transactions other than those listed above and reported on the amendment to Schedule 13D filed on August 31, 2018 were effected during the sixty days prior to September 6, 2018.

 

(d) No amendments are being made to clause (d) of Item 5 of the Amendment.

 

(e) No amendments are being made to clause (e) of Item 5 of the Amendment.

 

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No amendments are being made to Item 6 of the Amendment.

 

Item 7.   Material to be Filed as Exhibits.

 

No amendments are being made to Item 7 of the Amendment.

 

15



 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.

 

Dated:  September 10, 2018

 

 

 

INSIGHT VENTURE PARTNERS VIII, L.P.

 

 

 

 

By:

Insight Venture Associates VIII, L.P.,

 

 

its general partner

 

 

 

 

By:

Insight Venture Associates VIII, Ltd.,

 

 

its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

 

INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.

 

 

 

 

By:

Insight Venture Associates VIII, L.P.,

 

 

its general partner

 

 

 

 

By:

Insight Venture Associates VIII, Ltd.,

 

 

its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

 

INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.

 

 

 

 

By:

Insight Venture Associates VIII, L.P.,

 

 

its general partner

 

 

 

 

By:

Insight Venture Associates VIII, Ltd.,

 

 

its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

16



 

 

INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.

 

 

 

 

By:

Insight Venture Associates VIII, L.P.,

 

 

its general partner

 

 

 

 

By:

Insight Venture Associates VIII, Ltd.,

 

 

its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

 

INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P.

 

 

 

 

By:

Insight Venture Associates Coinvestment III,

 

 

L.P., its general partner

 

 

 

 

By:

Insight Venture Associates Coinvestment III,

 

 

Ltd., its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L.P.

 

 

 

 

By:

Insight Venture Associates Coinvestment III,

 

 

L.P., its general partner

 

 

 

 

By:

Insight Venture Associates Coinvestment III,

 

 

Ltd., its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

17



 

 

INSIGHT VENTURE ASSOCIATES VIII, L.P.

 

 

 

 

By:

Insight Venture Associates VIII, Ltd.,

 

 

its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

 

INSIGHT VENTURE ASSOCIATES VIII, LTD.

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:   Authorized Signatory

 

 

 

 

 

 

INSIGHT VENTURE ASSOCIATES COINVESTMENT III, L.P.

 

 

 

 

By:

Insight Venture Associates Coinvestment III,

 

 

Ltd., its general partner

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD.

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

 

 

 

 

 

INSIGHT HOLDINGS GROUP, LLC

 

 

 

 

By:

/s/ Blair Flicker

 

 

Name:  Blair Flicker

 

 

Title:    Authorized Signatory

 

18