Sec Form 4 Filing - RUBIN KEVIN @ Alteryx, Inc. - 2024-03-19

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
RUBIN KEVIN
2. Issuer Name and Ticker or Trading Symbol
Alteryx, Inc. [ AYX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Interim CEO and CFO
(Last) (First) (Middle)
C/O ALTERYX, INC., 17200 LAGUNA CANYON ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2024
(Street)
IRVINE, CA92618
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 03/19/2024 D( 1 ) 98,730 D 71,734 D
Class A Common Stock 03/19/2024 D( 1 ) 71,734 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
Stock Option (Right to Buy) $ 68.26 03/19/2024 D( 1 ) 16,288 ( 4 ) 03/03/2029 Class A Common Stock 16,288 $ 0 0 D
Stock Option (Right to Buy) $ 27.09 03/19/2024 D( 1 ) 22,369 ( 5 ) 01/05/2028 Class A Common Stock 22,369 $ 0 0 D
Stock Option (Right to Buy) $ 12.3 03/19/2024 D( 1 ) 4,863 11/29/2020( 5 ) 11/28/2026 Class B Common Stock 4,863 $ 0 0 D
Performance Restricted Stock Units ( 6 ) 03/19/2024 D( 1 ) 300,000 ( 6 ) 09/13/2029 Class A Common Stock 300,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RUBIN KEVIN
C/O ALTERYX, INC.
17200 LAGUNA CANYON ROAD
IRVINE, CA92618
Interim CEO and CFO
Signatures
/s/ Christopher M. Lal, by power of attorney 03/19/2024
Signature of Reporting Person Date
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 )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.
( 3 )At the effective time of the Merger, each outstanding restricted stock unit that was unvested was cancelled and converted solely into the contingent right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested restricted stock unit award immediately prior to the effective time of the Merger, multiplied by (ii) the Per Share Price, less applicable withholding taxes. Such resulting cash award and payment thereof will be subject to the same vesting terms and conditions as applied to such unvested restricted stock unit award immediately prior to the effective time of the Merger.
( 4 )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.
( 5 )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.
( 6 )This award of performance-based restricted stock units had not become eligible for vesting as of the effective time of the Merger based on the actual or deemed achievement of the applicable performance-based metrics and, pursuant to the terms of the award agreement under which this award was granted and the Merger Agreement, was cancelled for no consideration or payment.

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