Sec Form 4 Filing - ICONIQ STRATEGIC PARTNERS II, L.P. @ Alteryx, Inc. - 2017-03-29

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 ICONIQ STRATEGIC PARTNERS II, L.P. 2. Issuer Name and Ticker or Trading Symbol Alteryx, Inc. [ AYX] 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) C/O ICONIQ STRATEGIC PARTNERS, 394 PACIFIC AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2017 (Street) SAN FRANCISCO, CA94111 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 03/29/2017 P 378,618 A $ 14 378,618 D ( 1 ) ( 6 ) Class A Common Stock 03/29/2017 P 296,382 A $ 14 296,382 D ( 2 ) ( 6 )

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 C Preferred Stock ( 3 ) 03/29/2017 C 621,660 ( 3 ) ( 3 ) Class B Common Stock 621,660 $ 0 ( 3 ) ( 5 ) 0 D ( 1 ) ( 6 ) Series C Preferred Stock ( 3 ) 03/29/2017 C 486,634 ( 3 ) ( 3 ) Class B Common Stock 486,634 $ 0 ( 3 ) ( 5 ) 0 D ( 2 ) ( 6 ) Series C Preferred Stock ( 3 ) 03/29/2017 C 721,437 ( 3 ) ( 3 ) Class B Common Stock 721,437 $ 0 ( 3 ) ( 5 ) 0 D ( 4 ) ( 6 ) Class B Common Stock ( 5 ) 03/29/2017 C 621,660 ( 5 ) ( 5 ) Class A Common Stock 621,660 $ 0 ( 5 ) 907,480 D ( 1 ) ( 6 ) Class B Common Stock ( 5 ) 03/29/2017 C 486,634 ( 5 ) ( 5 ) Class A Common Stock 486,634 $ 0 ( 5 ) 710,373 D ( 2 ) ( 6 ) Class B Common Stock ( 5 ) 03/29/2017 C 721,437 ( 5 ) ( 5 ) Class A Common Stock 721,437 $ 0 ( 5 ) 1,053,132 D ( 4 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ STRATEGIC PARTNERS II-B, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II Co-Invest, L.P., AX Series C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Makan Divesh C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Griffith William J.G. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Signatures 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 03/31/2017 Signature of Reporting Person Date 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 03/31/2017 Signature of Reporting Person Date 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 03/31/2017 Signature of Reporting Person Date /s/ Divesh Makan 03/31/2017 Signature of Reporting Person Date /s/ William Griffith 03/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )ICONIQ Strategic Partners II, L.P ("ICO NIQ II") is the direct owner of these securities. ( 2 )ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") is the direct owner of these securities. ( 3 )Each share of Series C Preferred Stock automatically converted into one (1) share of Class B Common Stock immediately prior to the consummation of the Issuer's initial public offering on March 29, 2017. The shares of Series C Preferred Stock had no expiration date. ( 4 )ICONIQ Strategic Partners II Co-Invest, L.P., AX Series ("ICONIQ II Co-Invest, AX Series") is the direct owner of these securities. ( 5 )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 and 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 Certificate of Incorporation. In addition, 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 B Common Stock have no expiration date. ( 6 )ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP"), is the general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest, 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. 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

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

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