Alteryx Inc - Ordinary Shares Form 4 Alteryx / KEVIN RUBIN 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^*

RUBIN KEVIN

(Last)

(First)

(Middle)

C/O ALTERYX, INC.

3345 MICHELSON DRIVE, SUITE 400

(Street)

IRVINE

92612

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/18/2020		C		13,000	A	$0⁽¹⁾	57,560⁽²⁾	D
Class A Common Stock	02/18/2020		S		1,225⁽³⁾	D	$154.93⁽⁴⁾	56,335⁽²⁾	D
Class A Common Stock	02/18/2020		S		2,200⁽³⁾	D	$155.64⁽⁵⁾	54,135⁽²⁾	D
Class A Common Stock	02/18/2020		S		9,575⁽³⁾	D	$157.19⁽⁶⁾	44,560⁽²⁾	D
Class A Common Stock	02/19/2020		C		19,934	A	$0⁽¹⁾	64,494⁽²⁾	D
Class A Common Stock	02/19/2020		S		19,934	D	$156.63	44,560⁽²⁾	D
Class A Common Stock	02/19/2020		M		39,966	A	$27.09	84,526⁽²⁾	D
Class A Common Stock	02/19/2020		M		14,802	A	$68.26	99,328⁽²⁾	D
Class A Common Stock	02/19/2020		S		16,025	D	$151.4⁽⁷⁾	83,303⁽²⁾	D
Class A Common Stock	02/19/2020		S		21,230	D	$152.22⁽⁸⁾	62,073⁽²⁾	D
Class A Common Stock	02/19/2020		S		11,013	D	$153.31⁽⁹⁾	51,060⁽²⁾	D
Class A Common Stock	02/19/2020		S		6,000	D	$154.1⁽¹⁰⁾	45,060⁽²⁾	D
Class A Common Stock	02/19/2020		S		500	D	$154.86	44,560⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.5	02/18/2020		M			13,000	⁽¹¹⁾	04/29/2026	Class B Common Stock	13,000	$0	39,176	D
Class B Common Stock	$0.0	02/18/2020		M		13,000		⁽¹⁾⁽¹²⁾	⁽¹⁾⁽¹²⁾	Class A Common Stock	13,000	$0	13,000	D
Class B Common Stock	$0.0	02/18/2020		C			13,000	⁽¹⁾⁽¹²⁾	⁽¹⁾⁽¹²⁾	Class A Common Stock	13,000	$0	0	D
Stock Option (Right to Buy)	$12.3	02/19/2020		M			19,934	⁽¹³⁾	11/28/2026	Class B Common Stock	19,934	$0	18,909	D
Class B Common Stock	$0.0	02/19/2020		M		19,934		⁽¹⁾⁽¹²⁾	⁽¹⁾⁽¹²⁾	Class A Common Stock	19,934	$0	19,934	D
Class B Common Stock	$0.0	02/19/2020		C			19,934	⁽¹⁾⁽¹²⁾	⁽¹⁾⁽¹²⁾	Class A Common Stock	19,934	$0	0	D
Stock Option (Right to Buy)	$27.09	02/19/2020		M			39,966	⁽¹⁴⁾	01/05/2028	Class A Common Stock	39,966	$0	36,769	D
Stock Option (Right to Buy)	$68.26	02/19/2020		M			14,802	⁽¹⁵⁾	03/03/2029	Class A Common Stock	14,802	$0	26,188	D

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. Includes (i) 27,998 unvested shares subject to awards of RSUs. 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; and (ii) 190 shares acquired under the Alteryx, Inc. employee stock purchase plan through February 14, 2020.

3. Sale of shares made pursuant to and in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, under a plan adopted by the Reporting Person on March 7, 2019.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.15 to $155.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.24 to $155.87, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.37 to $157.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.80 to $151.78, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.81 to $152.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.81 to $153.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.82 to $154.73, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

11. The stock option vested and became exercisable as to 1/4th of the shares subject to the option on April 4, 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.

12. 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.

13. The stock option vested and became 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.

14. The stock option vested and became exercisable as to 1/4th of the shares subject to the option on January 1, 2019, 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 status of "Participant's Service" (as defined in the 2017 Equity Incentive Plan) through each vesting date.

15. The stock option vested and became exercisable as to 1/3rd of the shares subject to the option on January 1, 2020, and thereafter vests as to 1/36th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the status of "Participant's Service" (as defined in the 2017 Equity Incentive Plan) through each vesting date.

Remarks:

	/s/ Christopher M. Lal, by power of attorney	02/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Alteryx Inc - Ordinary Shares (AYX) Form 4Alteryx / KEVIN RUBIN ownership change