SEC FORM 3

SEC Form 3

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^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2017

3. Issuer Name and Ticker or Trading Symbol
Alteryx, Inc. [ AYX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock (*)	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾	285,820	⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Class B Common Stock (**)	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾	223,739	⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Class B Common Stock (***)	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾	331,695	⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Series C Preferred Stock (*)	⁽³⁾	⁽³⁾	Class B Common Stock⁽¹⁾⁽²⁾⁽³⁾	621,660	⁽³⁾	D⁽⁴⁾⁽⁵⁾
Series C Preferred Stock (**)	⁽³⁾	⁽³⁾	Class B Common Stock⁽¹⁾⁽²⁾⁽³⁾	486,634	⁽³⁾	D⁽⁴⁾⁽⁵⁾
Series C Preferred Stock (***)	⁽³⁾	⁽³⁾	Class B Common Stock⁽¹⁾⁽²⁾⁽³⁾	721,437	⁽³⁾	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II Co-Invest, L.P., AX Series

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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, pursuant to the Issuer's Restated Certificate of Incorporation (the "Post-Effective Certificate") that will be effective upon the consummation of the Issuer's initial public offering, 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 Post-Effective Certificate. The shares of Class B Common Stock have no expiration date.

2. 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.

3. Each share of Series C Preferred Stock is convertible, at any time at the option of the holder, into one (1) share of Class B Common Stock. In addition, each share of Series C Preferred Stock will be automatically converted into one (1) share of Class B Common Stock immediately prior to the consummation of the Issuer's initial public offering. The shares of Series C Preferred Stock have no expiration date.

4. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP"), is the general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., AX Series. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP"), is the general partner of ICONIQ GP. Divesh Makan and William Griffith are the sole equity holders and directors of ICONIQ Parent GP.

5. Each of ICONIQ GP, ICONIQ Parent GP, Divesh Makan and William Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Exhibit 99.1 - Joint Filers' Names and Addresses (*) Directly held by ICONIQ Strategic Partners II, L.P. (**) Directly held by ICONIQ Strategic Partners II-B, L.P. (***) Directly held by ICONIQ Strategic Partners II Co-Invest, L.P., AX Series

	ICONIQ Strategic Partners II, L.P., by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	03/29/2017
	ICONIQ Strategic Partners II-B, L.P., by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	03/29/2017
	ICONIQ Strategic Partners II Co-Invest, L.P., AX Series, by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster	03/29/2017
	/s/ Divesh Makan	03/29/2017
	/s/ William Griffith	03/29/2017
	** 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).
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