SEC Form 4 · accession 0001209191-18-060705
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, 2018
Accepted (ET)
Dec 3, 2018 · 9:10 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,F2 | Nov 29, 2018 | C | 7,188 | $0.00 | A | 45,630 | D | |
| Class A Common StockF2 | Nov 29, 2018 | F | 3,564 | $58.36 | D | 42,066 | 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 UnitsF4,F6 | $0.00 | Nov 29, 2018 | M | 7,188 | D | — | — | Class B Common Stock | 7,188 | 14,374 | D |
| Class B Common StockF1,F7 | $0.00 | Nov 29, 2018 | M | 7,188 | A | — | — | Class A Common Stock | 7,188 | 7,188 | D |
| Class B Common StockF1,F7 | $0.00 | Nov 29, 2018 | 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.
- F2Includes (i) 32,336 shares subject to an award of restricted stock units ("RSUs"), of which 1/4th of the total RSUs will vest on January 1, 2019, and on each yearly 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) 234 shares acquired under the Alteryx, Inc. employee stock purchase plan ("ESPP") on August 14, 2018; (iii) 1,133 shares acquired under the ESPP on February 14, 2018; and (iv) 1,302 shares acquired under the ESPP on August 14, 2017.
- F3Exempt 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.
- F4Each 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.
- F5Vesting and release of RSUs granted to the Reporting Person on November 29, 2016.
- F6The 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.
- F7Each 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.