Alteryx Inc - Ordinary Shares (AYX) Form 4 Alteryx / Jayendra Das ownership change

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^*

Das Jayendra

(Last) (First) (Middle)

C/O SAPPHIRE VENTURES

3408 HILLVIEW AVENUE

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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(1)	12/07/2017		J(2)		927,127	D	$0.00	0	I	By Sapphire Ventures Fund I, L.P.(1)
Class A Common Stock(3)								165,156	I	By LLC(3)
Class A Common Stock								10,714(4)	D(5)

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

Explanation of Responses:

1. Refers to shares held directly by Sapphire Ventures Fund I, L.P. ("Sapphire LP"). The Reporting Person is a managing member of Sapphire Ventures (GPE) I, L.L.C. ("Sapphire LLC"), the general partner of Sapphire LP, and as such shares voting and dispositive power with regard to the shares directly held by Sapphire LP. The Reporting Person disclaims beneficial ownership over such shares, except to the extent of any pecuniary interest therein.

2. Sapphire LP made a pro-rata distribution for no consideration of Class A Common Stock of Alteryx, Inc. (the "Issuer") to its general partner and limited partner on December 7, 2017. The limited partner received 927,127 shares in the distribution. Sapphire LLC, general partner of Sapphire LP, received 165,156 shares in the distribution (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The total number of shares distributed was 1,092,283 shares.

3. Refers to shares held by Sapphire LLC (see footnote 2).

4. 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. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person following vesting.

5. Under Sapphire LLC's operating agreement, the Reporting Person is deemed to hold the Class A Common Stock for the benefit of Sapphire LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/Jayendra Das	12/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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