Sec Form 4 Filing - FLETCHER DAMON A @ Tableau Software Inc - 2019-08-01

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
FLETCHER DAMON A
2. Issuer Name and Ticker or Trading Symbol
Tableau Software Inc [ DATA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
1621 N 34TH ST.
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(Street)
SEATTLE, WA98103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/01/2019 U 2,888 ( 1 ) D 0 D
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
Restricted Stock Units $ 0 08/01/2019 D 44,297 ( 3 ) ( 4 ) Class A common stock 44,297 $ 0 0 D
Performance-Based Restricted Stock Units $ 0 08/01/2019 D 6,058 ( 5 ) ( 4 ) Class A common stock 6,058 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLETCHER DAMON A
1621 N 34TH ST.
SEATTLE, WA98103
Chief Financial Officer
Signatures
Keenan Conder, Attorney-in-fact 08/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 100 shares acquired on May 31, 2019 and 27 shares acquired on July 26, 2019, under the Issuer Employee Stock Purchase Plan.
( 2 )Pursuant to the Agreement and Plan of Merger, dated as of June 9, 2019 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Sausalito Acquisition Corp. and the Issuer, each share of Class A common stock, par value $0.0001 per share, was tendered in exchange for 1.103 shares of Salesforce common stock, par value $0.001 per share ("Salesforce common stock"), together with cash in lieu of any fractional shares of Salesforce common stock (the "Transaction Consideration"). Upon consummation of the exchange offer the Reporting Person received Transaction Consideration of 3,185 shares of Salesforce common stock and $73.23 in lieu of any fractional shares of Salesforce common stock.
( 3 )Pursuant to the Merger Agreement at the effective time of the merger (the "Effective Time"), each of these restricted stock units ("Issuer RSUs")was assumed and automatically converted into restricted stock units, in accordance with their existing terms and conditions to such Issuer RSUprior to the Effective Time, with respect to a number of shares of Salesforce common stock (rounded to the nearest whole share) determined bymultiplying the number of shares of Class A common stock subject to the Issuer RSU by 1.103, and will otherwise be subject to the same termsand conditions as were applicable to the Issuer RSU prior to the Effective Time.
( 4 )Not applicable.
( 5 )Pursuant to the Merger Agreement, at the Effective Time, each of these performance restricted stock units ("Issuer PSUs") was assumed and automatically converted into restricted stock units with respect to a number of shares of Salesforce common stock (rounded to the nearest whole share) determined by multiplying the number of shares of Class A common stock subject to the Issuer PSU by 1.103, provided that the number of shares of Class A common stock subject to an Issuer PSU award equals the number of shares that would have vested based on the achievement of the performance at target levels. Each Issuer PSU will be subject to the same terms and conditions as were applicable to the Issuer PSU prior to the Effective Time, except that it will vest after the Effective Time solely based on continued service to Salesforce and its affiliates.

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