X0206 3 2017-03-23 0 0001689923 Alteryx, Inc. AYX 0001700331 Harding Edward P. C/O ALTERYX, INC. 3345 MICHELSON DRIVE, SUITE 400 IRVINE CA 92612 0 0 1 0 Class B Common Stock Class A Common Stock 1709641 D Employee Stock Option (right to buy) 0.35 2023-06-25 Class B Common Stock 58595 D Employee Stock Option (right to buy) 12.3 2026-11-28 Class B Common Stock 57500 D Restricted Stock Units Class B Common Stock 28750 D Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, pursuant to the Issuer's Restated Certificate of Incorporation (the "Post-Effective Certificate") that will be effective upon the consummation of the Issuer's initial public offering, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Post-Effective Certificate. The shares of Class B Common Stock have no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon the earliest to occur of the following: (a) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (b) March 23, 2027, and (c) the date the shares of Class B Common Stock cease to represent at least 10% of all outstanding shares of Common Stock. The shares of Class A Common Stock and Class B Common Stock have no expiration date. The stock option is fully vested and immediately exercisable. The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on November 29, 2017, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The restricted stock units ("RSUs") were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The issuer's IPO was declared effective on March 23, 2017; no RSUs will vest until the date that is 180 days after the IPO, at which time the liquidity event-based vesting condition will have been satisfied. The service-based vesting condition will be satisfied as to 1/4th of the total RSUs on November 29, 2017, after which 1/4th of the total RSUs vest annually, subject to continued service through each vesting date. Each RSU represents a contingent right to receive 1 share of the Issuer's Class B Common Stock upon settlement for no consideration. /s/ Christopher M. Lal, by power of attorney 2017-03-23