| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2017 | 3. Issuer Name and Ticker or Trading Symbol Alteryx, Inc. [ AYX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Class B Common Stock(2)(3) | 28,000 | (4) | D | |
| Employee Stock Option (right to buy) | (5) | 05/12/2025 | Class B Common Stock(2)(3) | 125,000 | 4.34 | D | |
| Employee Stock Option (right to buy) | (6) | 11/28/2026 | Class B Common Stock(2)(3) | 56,000 | 12.3 | D | |
| Explanation of Responses: |
| 1. The restricted stock units ("RSUs") were granted with both (a) a liquidity event-based vesting condition and (b) a time and service-based vesting condition. The time and service-based vesting condition provides that the RSUs vest over 4 years in equal annual installments beginning on November 29, 2017. The liquidity event-based vesting condition will be satisfied on the earlier of (a) September 19, 2017, or (b) a change in control (as defined in the Issuer's 2013 Stock Plan), subject to the continuing employment of the Reporting Person on the date of such liquidity event. |
| 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, pursuant to the Issuer's Restated Certificate of Incorporation (the "Restated Certificate"), 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. The shares of Class B Common Stock have no expiration date. |
| 3. 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. |
| 4. Each RSU represents a contingent right to receive 1 share of the Issuer's Class B Common Stock upon settlement for no consideration. |
| 5. The stock option vested and became exercisable as to 1/4th of the shares subject to the option on April 23, 2016, and thereafter vested and shall continue to vest 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. |
| 6. The stock option vests and becomes 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. |
| Christopher M. Lal, Attorney-in-Fact | 08/25/2017 | |
| ** 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 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
