0001104659-19-015350.txt : 20190318 0001104659-19-015350.hdr.sgml : 20190318 20190315213624 ACCESSION NUMBER: 0001104659-19-015350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190318 DATE AS OF CHANGE: 20190315 GROUP MEMBERS: INSIGHT HOLDINGS GROUP, LLC GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES COINVESTMENT 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. GROUP MEMBERS: IVP (VENICE), 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: 19686629 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 a19-6581_4sc13da.htm SC 13D/A

 

CUSIP No.  02156B103

 

SCHEDULE 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

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:

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)

 

March 13, 2019

(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
944,924 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
944,924 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
944,924 (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 209,429 shares of Class A common stock (“Class A Common Stock”) of Alteryx, Inc. (the “Issuer”) and 735,495 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 735,495 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
244,424 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
244,424 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
244,424 (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)
0.6% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 54,173 shares of Class A Common Stock of the Issuer and 190,251 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 190,251 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
299,700 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
299,700 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
299,700 (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)
0.7% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 66,424 shares of Class A Common Stock of the Issuer and 233,276 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 233,276 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
33,723 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
33,723 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
33,723 (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)
0.1% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 7,474 shares of Class A Common Stock of the Issuer and 26,249 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 26,249 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
883,418 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
883,418 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
883,418 (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)
2.0% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 195,796 shares of Class A Common Stock of the Issuer and 687,622 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 687,622 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
639,356 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
639,356 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
639,356 (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)
1.5% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 141,704 shares of Class A Common Stock of the Issuer and 497,652 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 497,652 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
1,522,771 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,522,771 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,522,771 (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)
3.4% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 1,185,271 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 1,185,271 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 3 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
1,522,771 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,522,771 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,522,771 (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)
3.4% (1)(2)(3)

 

 

14

Type of Reporting Person
CO

 


(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 1,185,271 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 1,185,271 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
0

 

8

Shared Voting Power
1,522,774 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,522,774 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,522,774 (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)
3.4% (1)(2)(3)

 

 

14

Type of Reporting Person
PN

 


(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 1,185,274 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 1,185,274 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
1,522,774 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,522,774 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,522,774 (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)
3.4% (1)(2)(3)

 

 

14

Type of Reporting Person
CO

 


(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 1,185,274 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 1,185,274 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
3,144,652 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,144,652 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,144,652 (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)
6.9% (1)(2)(3)

 

 

14

Type of Reporting Person
OO

 


(1) Consists of 774,107 shares of Class A Common Stock of the Issuer and 2,370,545 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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019, (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 and (iv) 2,370,545 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


 

SCHEDULE 13D

 

CUSIP No. — 02156B103

 

 

1

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

IVP (Venice), 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
99,107 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
99,107 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
99,107 (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)
0.2% (1)(2)

 

 

14

Type of Reporting Person
OO

 


(1) Consists of 99,107 shares of Class A Common Stock of the Issuer.

 

(2) Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (ii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019 and (iii) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019.

 

13


 

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, August 31, 2018, September 10, 2018, September 12, 2018, September 13, 2018 and March 7, 2019 (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”), Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”) and IVP (Venice), L.P., a Cayman Islands exempted limited partnership (“IVP Venice” 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.

 

No amendments are being made to Item 4 of the Amendment.

 

Item 5. Interest in Securities of the Issuer.

 

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

 

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) 38,298,966 shares of Class A Common Stock outstanding as of February 22, 2019, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2019, (B) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 4, 2019 (C) the 2,500,000 shares of Class B Common Stock converted into Class A Common Stock on March 13, 2019 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

 

14


 

CUSIP No. 02156B103

 

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.

 

944,924

 

2.1

%

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

 

244,424

 

0.6

%

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

 

299,700

 

0.7

%

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

 

33,723

 

0.1

%

Insight Venture Partners Coinvestment Fund III, L.P.

 

883,418

 

2.0

%

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

 

639,356

 

1.5

%

Insight Venture Associates VIII, L.P.

 

1,522,771

*

3.4

%*

Insight Venture Associates VIII, Ltd.

 

1,522,771

*

3.4

%*

Insight Venture Associates Coinvestment III, L.P.

 

1,522,774

*

3.4

%*

Insight Venture Associates Coinvestment III, Ltd.

 

1,522,774

*

3.4

%*

Insight Holdings Group, LLC

 

3,144,652

*

6.9

%*

IVP (Venice), L.P.

 

99,107

 

0.2

%

 

(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.

 

944,924

 

0

 

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

 

244,424

 

0

 

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

 

299,700

 

0

 

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

 

33,723

 

0

 

Insight Venture Partners Coinvestment Fund III, L.P.

 

883,418

 

0

 

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

 

639,356

 

0

 

Insight Venture Associates VIII, L.P.

 

0

 

1,522,771

*

Insight Venture Associates VIII, Ltd.

 

0

 

1,522,771

*

Insight Venture Associates Coinvestment III, L.P.

 

0

 

1,522,774

*

Insight Venture Associates Coinvestment III, Ltd.

 

0

 

1,522,774

*

Insight Holdings Group, LLC

 

0

 

3,144,652

*

IVP (Venice), L.P.

 

99,107

*

0

 

 


*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 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. The amount listed as owned by IVP Venice may be deemed attributable to Holdings because Holdings is the sole shareholder of Insight Venture Associates X, Ltd. (“IVA X”), which is the general partner of IVP GP (Venice), LLC (“IVP GP Venice”), which in turn is the manager of IVP Venice.

 

15


 

CUSIP No. 02156B103

 

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 March 7, 2019 were effected during the sixty days prior to March 13, 2019.

 

(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.

 

Exhibit No.:

 

Description:

99.1

 

Joint Filing Agreement, dated March 14, 2019, by and among the Reporting Persons

 

16


 

CUSIP No. 02156B103

 

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: March 15, 2019

 

 

 

 

 

 

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

 

17


 

CUSIP No. 02156B103

 

 

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

 

18


 

CUSIP No. 02156B103

 

 

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:

 

 

 

Name:

Blair Flicker

 

 

Title:

Authorized Signatory

 

 

 

 

 

INSIGHT HOLDINGS GROUP, LLC

 

 

 

By:

/s/ Blair Flicker

 

 

Name:

Blair Flicker

 

 

Title:

Authorized Signatory

 

19


 

CUSIP No. 02156B103

 

 

IVP (VENICE), L.P.

 

 

 

By:

/s/ Blair Flicker

 

 

Name:

Blair Flicker

 

 

Title:

Authorized Signatory

 

20


EX-99.1 2 a19-6581_4ex99d1.htm EX-99.1

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of the Company and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D/A. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of March 15, 2019.

 

 

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

 

1


 

 

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

 

2


 

 

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

 

3


 

 

IVP (VENICE), L.P.

 

 

 

By:

/s/ Blair Flicker

 

 

Name:

Blair Flicker

 

 

Title:

Authorized Signatory

 

4