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SC 13D/A Filing
Alteryx Inc - Ordinary Shares (AYX) SC 13D/AAlteryx, Inc.
Filed: 18 Jan 18, 12:00am
CUSIP No. 02156B103 | Page 1 of 18 Pages |
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 7, 2017 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 02156B103 | Page 2 of 18 Pages |
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) ☐ (b) ☐ | ||||
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) ☐ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 4,202,698 (1) | |||
8 | SHARED VOTING POWER 0 | ||||
9 | SOLE DISPOSITIVE POWER 4,202,698 (1) | ||||
10 | SHARED DISPOSITIVE POWER 0 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,202,698 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1% (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 3,993,269 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 3,993,269 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. |
CUSIP No. 02156B103 | Page 3 of 18 Pages |
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) ☐ (b) ☐ | ||
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) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,087,116 (1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 1,087,116 (1) | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,087,116 (1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% (1)(2)(3) | ||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 54,173 shares of Class A Common Stock of the Issuer and 1,032,943 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 1,032,943 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. |
CUSIP No. 02156B103 | Page 4 of 18 Pages |
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) ☐ (b) ☐ | ||
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) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,332,967 (1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 1,332,967 (1) | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,332,967 (1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (1)(2)(3) | ||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 66,424 shares of Class A Common Stock of the Issuer and 1,266,543 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 1,266,543 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. |
CUSIP No. 02156B103 | Page 5 of 18 Pages |
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) ☐ (b) ☐ | ||
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) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 149,989 (1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 149,989 (1) | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,989 (1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% (1)(2)(3) | ||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 7,474 shares of Class A Common Stock of the Issuer and 142,515 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 142,515 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. |
CUSIP No. 02156B103 | Page 6 of 18 Pages |
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) ☐ (b) ☐ | ||
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) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,929,138(1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 3,929,138(1) | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,929,138(1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% (1)(2)(3) | ||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 195,796 shares of Class A Common Stock of the Issuer and 3,733,342 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 3,733,342 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. |
CUSIP No. 02156B103 | Page 7 of 18 Pages |
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) ☐ (b) ☐ | ||
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) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,843,637 (1) | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 2,843,637 (1) | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,843,637 (1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (1)(2)(3) | ||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 141,704 shares of Class A Common Stock of the Issuer and 2,701,933 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 2,701,933 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. |
CUSIP No. 02156B103 | Page 8 of 18 Pages |
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) ☐ (b) ☐ | ||
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) ☐ | ||
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 6,772,770 (1) | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 6,772,770 (1) | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,772,770 (1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3% (1)(2)(3) | ||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,270 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 6,435,270 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. |
CUSIP No. 02156B103 | Page 9 of 18 Pages |
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) ☐ (b) ☐ | ||||
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) ☐ | ||||
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 6,772,770 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 6,772,770 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,772,770 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3% (1)(2)(3) | ||||
14 | TYPE OF REPORTING PERSON CO |
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,270 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 6,435,270 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. |
CUSIP No. 02156B103 | Page 10 of 18 Pages |
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) ☐ (b) ☐ | ||||
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) ☐ | ||||
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 6,772,775 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 6,772,775 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,772,775 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3% (1)(2)(3) | ||||
14 | TYPE OF REPORTING PERSON PN |
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,275 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 6,435,275 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. |
CUSIP No. 02156B103 | Page 11 of 18 Pages |
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) ☐ (b) ☐ | ||||
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) ☐ | ||||
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 6,772,775 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 6,772,775 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,772,775 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3% (1)(2)(3) | ||||
14 | TYPE OF REPORTING PERSON CO |
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,275 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 6,435,275 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. |
CUSIP No. 02156B103 | Page 12 of 18 Pages |
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) ☐ (b) ☐ | ||||
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) ☐ | ||||
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 13,545,545 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 13,545,545 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,545,545 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.8% (1)(2)(3) | ||||
14 | TYPE OF REPORTING PERSON OO |
(1) Consists of 675,000 shares of Class A Common Stock of the Issuer and 12,870,545 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) 23,921,917 shares of Class A Common Stock outstanding as of November 3, 2017, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2017, and (ii) 12,870,545 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. |
CUSIP No. 02156B103 | Page 13 of 18 Pages |
CUSIP No. 02156B103 | Page 14 of 18 Pages |
Reporting Person | Number of Shares Beneficially Owned | Percentage of Class | |
Insight Venture Partners VIII, L.P. | 4,202,698 | 15.1% | |
Insight Venture Partners (Cayman) VIII, L.P. | 1,087,116 | 4.4% | |
Insight Venture Partners (Delaware) VIII, L.P. | 1,332,967 | 5.3% | |
Insight Venture Partners VIII (Co-Investors), L.P. | 149,989 | 0.6% | |
Insight Venture Partners Coinvestment Fund III, L.P. | 3,929,138 | 14.2% | |
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P. | 2,843,637 | 10.7% | |
Insight Venture Associates VIII, L.P. | 6,772,770* | 22.3%* | |
Insight Venture Associates VIII, Ltd. | 6,772,770* | 22.3%* | |
Insight Venture Associates Coinvestment III, L.P. | 6,772,775* | 22.3%* | |
Insight Venture Associates Coinvestment III, Ltd. | 6,772,775* | 22.3%* | |
Insight Holdings Group, LLC | 13,545,545* | 36.8%* |
Reporting Person | Sole Power to Vote/Direct Disposition | Shared Power to Dispose/Direct the Disposition |
Insight Venture Partners VIII, L.P. | 4,202,698 | 0 |
Insight Venture Partners (Cayman) VIII, L.P. | 1,087,116 | 0 |
Insight Venture Partners (Delaware) VIII, L.P. | 1,332,967 | 0 |
Insight Venture Partners VIII (Co-Investors), L.P. | 149,989 | 0 |
Insight Venture Partners Coinvestment Fund III, L.P. | 3,929,138 | 0 |
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P. | 2,843,637 | 0 |
Insight Venture Associates VIII, L.P. | 0 | 6,772,770* |
Insight Venture Associates VIII, Ltd. | 0 | 6,772,770* |
Insight Venture Associates Coinvestment III, L.P. | 0 | 6,772,775* |
Insight Venture Associates Coinvestment III, Ltd. | 0 | 6,772,775* |
Insight Holdings Group, LLC | 0 | 13,545,545* |
CUSIP No. 02156B103 | Page 15 of 18 Pages |
CUSIP No. 02156B103 | Page 16 of 18 Pages |
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 | ||
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 | ||
CUSIP No. 02156B103 | Page 17 of 18Pages |
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 | ||
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 | ||
CUSIP No. 02156B103 | Page 18 of 18 Pages |
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 | ||