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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

(Last) (First) (Middle)
3408 HILLVIEW AVENUE
BLDG. 5

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alteryx, Inc. [ AYX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/12/2017 C 5,100,000 A (1) 5,100,000 I By Sapphire Ventures Fund I, L.P.(2)
Class A Common Stock 09/12/2017 S 5,100,000 D $20.2406 0 I By Sapphire Ventures Fund I, L.P.(2)
Class A Common Stock 10,714(3) I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1)(5) 09/12/2017 C 5,100,000 (1)(5) (1)(5) Class A Common Stock 5,100,000 (1)(5) 1,092,283 I By Sapphire Ventures Fund I, L.P.(2)
1. Name and Address of Reporting Person*
Sapphire Ventures (GPE) I, L.L.C.

(Last) (First) (Middle)
3408 HILLVIEW AVENUE
BLDG. 5

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sapphire Ventures Fund I, L.P.

(Last) (First) (Middle)
3408 HILLVIEW AVENUE
BLDG 5

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MARAKOVIC NINO NIKOLA

(Last) (First) (Middle)
C/O SAPPHIRE VENTURES
3408 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.
2. Held directly by Sapphire Ventures Fund I, L.P. ("Sapphire LP"). Sapphire Ventures (GPE) I, L.L.C. ("Sapphire GP"), is the general partner of Sapphire LP. Nino N. Marakovic, Richard Douglas Higgins, Jayendra Das, David A. Hartwig, and Andreas M. Weiskam, as the managing members of Sapphire GP, may be deemed to share voting and dispositive power over the shares held by Sapphire LP. The managing members disclaim beneficial ownership over such shares, except to the extent of any pecuniary interest therein.
3. Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 100% of the shares at the earlier date of: (i) the Issuer's 2018 Annual Meeting of Stockholders or (ii) March 24, 2018. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration.
4. The RSUs are held by Jayendra Das, a director of the Issuer. Mr. Das is a managing member of Sapphire Ventures (GPE) I, L.L.C. ("Sapphire"). Under Sapphire's operating agreement, Mr. Das is deemed to hold the common stock for the benefit of Sapphire, except to the extent of his pecuniary interest therein. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Das following vesting.
5. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon the earliest to occur of the following: (a) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (b) March 29, 2027, and (c) the date the shares of Class B Common Stock cease to represent at least 10% of all outstanding shares of Common Stock. The shares of Class A Common Stock and Class B Common Stock have no expiration date.
Sapphire Ventures (GPE) I, L.L.C. /s/ Nino Nikola Marakovic as Managing Member 09/12/2017
Sapphire Ventures Fund I, L.P. /s/ Nino Nikola Marakovic, as Managing Member of Sapphire Ventures (GPE) I, L.L.C., its general partner 09/12/2017
/s/ Nino Nikola Marakovic 09/12/2017
** Signature of Reporting Person Date
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