Alteryx Inc - Ordinary Shares (AYX) Form 4 Alteryx / Dean Stoecker 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^*

Stoecker Dean

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								85,285(1)	D
Class A Common Stock	02/13/2020		C		30,000	A	$0(2)	30,000	I	By The Dean A. Stoecker Trust dated December 16, 2013(3)
Class A Common Stock	02/13/2020		S		5,869	D	$144.57(4)(5)	24,131	I	By The Dean A. Stoecker Trust dated December 16, 2013(3)
Class A Common Stock	02/13/2020		S		14,478	D	$145.54(5)(6)	9,653	I	By The Dean A. Stoecker Trust dated December 16, 2013(3)
Class A Common Stock	02/13/2020		S		7,663	D	$146.41(5)(7)	1,990	I	By The Dean A. Stoecker Trust dated December 16, 2013(3)
Class A Common Stock	02/13/2020		S		1,990	D	$147.33(5)(8)	0	I	By The Dean A. Stoecker Trust dated December 16, 2013(3)

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
Class B Common Stock	$0.0							(2)(9)	(2)(9)	Class A Common Stock	411,635		411,635	D
Class B Common Stock	$0.0	02/13/2020		C			30,000	(2)(9)	(2)(9)	Class A Common Stock	30,000	$0	5,311,155	I	By The Dean A. Stoecker Trust dated December 16, 2013(3)
Class B Common Stock	$0.0							(2)(9)	(2)(9)	Class A Common Stock	1,097,449		1,097,449	I	By 4610, LLC(10)
Class B Common Stock	$0.0							(2)(9)	(2)(9)	Class A Common Stock	76,289		76,289	I	By TRILY, LLC(10)
Class B Common Stock	$0.0							(2)(9)	(2)(9)	Class A Common Stock	1,097,449		1,097,449	I	By Lucy27, LLC(10)
Class B Common Stock	$0.0							(2)(9)	(2)(9)	Class A Common Stock	76,289		76,289	I	By TAILY, LLC(10)

Explanation of Responses:

1. Includes 59,345 unvested shares subject to awards of restricted stock units ("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.

2. 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.

3. The Reporting Person serves as trustee and beneficiary of The Dean A. Stoecker Trust dated December 16, 2013 (the "Stoecker Trust") and has voting and dispositive authority with respect to the shares owned by the Stoecker Trust.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.99 to $144.97, 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. 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 3, 2019.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.00 to $145.99 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 $146.00 to $146.98, 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 $147.01 to $147.72, 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. 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.

10. The Reporting Person has sole voting and dispositive authority with respect to shares owned by the LLC.

Remarks:

	/s/ Christopher M. Lal, by power of attorney	02/14/2020
	** 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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