SEC Form 4 · accession 0001209191-17-063067
Alteryx, Inc. · AYX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Rubin
Officer — Chief Financial Officer
Period of report
Nov 29, 2017
Accepted (ET)
Nov 30, 2017 · 5:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001689923
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 29, 2017 | C | 7,188 | $0.00 | A | 8,490 | D | |
| Class A Common Stock | Nov 29, 2017 | F | 3,751 | $24.79 | D | 4,739 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5 | $0.00 | Nov 29, 2017 | M | 7,188 | D | — | — | Class B Common Stock | 7,188 | 21,562 | D |
| Class B Common StockF1,F6 | $0.00 | Nov 29, 2017 | M | 7,188 | A | — | — | Class A Common Stock | 7,188 | 7,188 | D |
| Class B Common StockF1,F6 | $0.00 | Nov 29, 2017 | C | 7,188 | D | — | — | Class A Common Stock | 7,188 | 0 | D |
Explanation of responses
- F1Each 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.
- F2Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class B Common Stock upon settlement for no consideration.
- F4Vesting and release of RSUs granted to the Reporting Person on November 29, 2016.
- F5The RSUs were granted with both (a) a liquidity event-based vesting condition and (b) a service-based vesting condition, both of which conditions must be satisfied in order for the RSUs to vest. The liquidity condition was satisfied on September 25, 2017, which was 180 days following the closing of the IPO. The service-based vesting condition was satisfied as to 1/4th of the total RSUs on November 29, 2017, after which 1/4th of the total RSUs will continue to vest annually, subject to continued service through each vesting date.
- F6Each 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.