Stoecker Dean returned 106,068 shares to the company, closing all direct ownership in the company (SEC Form 4)
$AYX
Computer Software: Prepackaged Software
Technology
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alteryx, Inc. [ AYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 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) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||