Sec Form 4 Filing - NEW ENTERPRISE ASSOCIATES 11 LP @ Tableau Software Inc - 2013-05-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NEW ENTERPRISE ASSOCIATES 11 LP
2. Issuer Name and Ticker or Trading Symbol
Tableau Software Inc [ DATA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1954 GREENSPRING DRIVE, SUITE 600,
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2013
(Street)
TIMONIUM, MD21093
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/22/2013 C 2,000,000 A 2,000,000 D ( 3 )
Class A Common Stock 05/22/2013 S 2,000,000 D $ 28.83 0 D ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock ( 4 ) 05/2 2/2013 C 10,602,127 ( 4 ) ( 4 ) Class B Common Stock 10,602,127 ( 4 ) 0 D ( 3 )
Class B Common Stock ( 1 ) 05/22/2013 C 10,602,127 ( 1 ) ( 2 ) Class A Common Stock 10,602,127 ( 1 ) 13,009,793 D ( 3 )
Series B Preferred Stock ( 4 ) 05/22/2013 C 6,541,485 ( 4 ) ( 4 ) Class B Common Stock 6,541,485 ( 4 ) 0 D ( 3 )
Class B Common Stock ( 1 ) 05/22/2013 C 6,541,485 ( 1 ) ( 2 ) Class A Common Stock 6,541,485 ( 1 ) 19,551,278 D ( 3 )
Class B Common Stock ( 1 ) 05/22/2013 C 2,000,000 ( 1 ) ( 2 ) Class A Common Stock 19,551,278 ( 1 ) 17,551,278 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEW ENTERPRISE ASSOCIATES 11 LP
1954 GREENSPRING DRIVE, SUITE 600
TIMONIUM, MD21093
X
NEA PARTNERS 11 LP
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
NEA 11 GP, LLC
1954 GREENSPRING DRIVE, SUITE 600
TIMONIUM, MD21093
X
Signatures
/s/ Louis Citron, attorney-in-fact 05/23/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the issuer's amended and restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes.
( 2 )Not applicable.
( 3 )The shares are directly held by New Enterprise Associates 11, Limited Partnership ("NEA 11") and indirectly held by NEA Partners 11, Limited Partnership ("NEA Partners 11"), the sole general partner of NEA 11, NEA 11 GP, LLC ("NEA 11 GP"), the sole general partner of NEA Partners 11, and the individual managers of NEA 11 GP (NEA Partners 11, NEA 11 GP and the individual managers of NEA 11 GP together, the "NEA 11 Indirect Reporting Persons"). The individual managers of NEA 11 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Krishna "Kittu" Kolluri and Scott D. Sandell. The NEA 11 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 11 shares in which the NEA 11 Indirect Reporting Persons have no pecuniary interest.
( 4 )Each share of Series A and Series B Preferred Stock automatically converted into shares of Class B Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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