Alteryx Inc - Ordinary Shares 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.

17200 LAGUNA CANYON ROAD

(Street)

IRVINE

92618

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/19/2024		D⁽¹⁾		5,520	D	⁽²⁾	0	D
Class A Common Stock	03/19/2024		D⁽¹⁾		77,500	D	⁽³⁾	0	I	By The Dean A. Stoecker Trust dated December 16, 2013⁽⁴⁾
Class A Common Stock	03/19/2024		D⁽¹⁾		12,449	D	⁽³⁾	0	I	By TAILY, LLC⁽⁵⁾
Class A Common Stock	03/19/2024		D⁽¹⁾		10,599	D	⁽³⁾	0	I	By TRILY, LLC⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			2,626,125	⁽³⁾	⁽³⁾	Class A Common Stock	2,626,125	$0	0	I	By The Dean A. Stoecker Trust dated December 16, 2013⁽⁴⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings One, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Two, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Three, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Four, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Five, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Six, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Seven, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Eight, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Nine, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Nead Holdings Ten, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			390,690	⁽³⁾	⁽³⁾	Class A Common Stock	390,690	$0	0	I	By Lucy27, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Gabalis Holdings One, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Gabalis Holdings Two, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By Gabalis Holdings Three, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			207,253	⁽³⁾	⁽³⁾	Class A Common Stock	207,253	$0	0	I	By 4610, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			100,000	⁽³⁾	⁽³⁾	Class A Common Stock	100,000	$0	0	I	By Onyx Investments, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			193,748	⁽³⁾	⁽³⁾	Class A Common Stock	193,748	$0	0	I	By Midnight Duck Holdings One, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			193,748	⁽³⁾	⁽³⁾	Class A Common Stock	193,748	$0	0	I	By Midnight Duck Holdings Two, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			423,451	⁽³⁾	⁽³⁾	Class A Common Stock	423,451	$0	0	D
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			80,000	⁽³⁾	⁽³⁾	Class A Common Stock	80,000	$0	0	I	By 4610 Holdings, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			100,000	⁽³⁾	⁽³⁾	Class A Common Stock	100,000	$0	0	I	By Hickory Branch Investments, LLC⁽⁵⁾
Class B Common Stock	$0	03/19/2024		D⁽¹⁾			100,000	⁽³⁾	⁽³⁾	Class A Common Stock	100,000	$0	0	I	By Fairway Place Investments, LLC⁽⁵⁾
Stock Option (Right to Buy)	$68.26	03/19/2024		D⁽¹⁾			93,584	⁽⁶⁾	03/03/2029	Class A Common Stock	93,584	$0	0	D
Stock Option (Right to Buy)	$153.26	03/19/2024		D⁽¹⁾			50,505	⁽⁶⁾	02/18/2030	Class A Common Stock	50,505	$0	0	D
Stock Option (Right to Buy)	$27.09	03/19/2024		D⁽¹⁾			153,471	⁽⁷⁾	01/05/2028	Class A Common Stock	153,471	$0	0	D
Employee Stock Option (right to buy)	$12.3	03/19/2024		D⁽¹⁾			187,500	⁽⁷⁾	11/28/2026	Class B Common Stock	187,500	$0	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 18, 2023, by and among Alteryx, Inc. (the "Issuer"), Azurite Intermediate Holdings, Inc. ("Parent") and Azurite Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

2. Pursuant to the Merger Agreement and that certain Executive Chairman Agreement, dated October 2, 2020, by and between the Reporting Person and the Issuer, effective as of the effective time of the Merger, this unvested award of restricted stock units was cancelled and converted solely into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such restricted stock unit award immediately prior to the effective time of the Merger, multiplied by (ii) the Per Share Price, less applicable withholding taxes.

3. At the effective time of the Merger, these shares were automatically converted solely into the right to receive cash in an amount equal to $48.25, without interest, per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

4. 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.

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

6. At the effective time of the Merger, this option to purchase shares of the Issuer's common stock had an exercise price per share that was greater than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, was cancelled for no consideration or payment.

7. At the effective time of the Merger, each issued and outstanding stock option that was vested was cancelled and converted solely into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such vested option multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such vested option, less applicable withholding taxes, subject to the terms and conditions of the Merger Agreement.

Remarks:

	/s/ Christopher M. Lal, by power of attorney	03/19/2024
	** 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 4 (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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Alteryx Inc - Ordinary Shares (AYX) Form 4Alteryx / Dean Stoecker ownership change