Alteryx Inc - Ordinary Shares (AYX) Form 4 Alteryx / Christopher M Lal 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^*

Lal Christopher M

(Last) (First) (Middle)

C/O ALTERYX, INC.

3345 MICHELSON DRIVE, SUITE 400

(Street)

IRVINE CA 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)
SVP, GC & Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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	02/28/2019		C		898	A	$0.00(1)	21,252(2)	D
Class A Common Stock	02/28/2019		C		1,276	A	$0.00(1)	22,528(2)	D
Class A Common Stock	02/28/2019		M		823	A	$0.00	23,351(2)	D
Class A Common Stock	02/28/2019		S		1,408(3)	D	$75.39(4)	21,943(2)	D
Class A Common Stock	02/28/2019		S		1,589(3)	D	$77.11(5)	20,354(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$9.94	02/28/2019		M			898	(6)	08/31/2026	Class B Common Stock	898	$0.00	70,138	D
Class B Common Stock	$0.00	02/28/2019		M		898		(1)(7)	(1)(7)	Class A Common Stock	898	$0.00	898	D
Class B Common Stock	$0.00	02/28/2019		C			898	(1)(7)	(1)(7)	Class A Common Stock	898	$0.00	0	D
Stock Option (Right to Buy)	$12.3	02/28/2019		M			1,276	(8)	11/28/2026	Class B Common Stock	1,276	$0.00	19,136	D
Class B Common Stock	$0.00	02/28/2019		M		1,276		(1)(7)	(1)(7)	Class A Common Stock	1,276	$0.00	1,276	D
Class B Common Stock	$0.00	02/28/2019		C			1,276	(1)(7)	(1)(7)	Class A Common Stock	1,276	$0.00	0	D
Stock Option (Right to Buy)	$27.09	02/28/2019		M			823	(9)	01/05/2028	Class A Common Stock	823	$0.00	32,749	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) 10,610 shares subject to an award of RSUs, of which 25% of the total RSUs vested on January 1, 2019, and 25% will vest on each anniversary thereafter, subject to the status of "Participant's Service" (as defined in the 2017 Equity Incentive Plan) through each vesting date. 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; (ii) 470 shares acquired under the Alteryx, Inc. employee stock purchase plan ("ESPP") on February 14, 2019; (iii) 358 shares acquired under the ESPP on August 14, 2018; (iv) 1,090 shares acquired under the ESPP on February 14, 2018; and (v) 1,113 shares acquired under the ESPP on August 14, 2017.

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 September 14, 2018.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.81, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.10 to $77.20, 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 stock option vested and became exercisable as to 1/4th of the shares subject to the option on August 8, 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.

7. 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.

8. 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.

9. 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.

Remarks:

	/s/ Christopher M. Lal	03/04/2019
	** Signature of Reporting Person	Date
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