As filed with the Securities and Exchange Commission on February 12, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Alteryx, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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90-0673106
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Alteryx, Inc.
3345 Michelson Drive, Suite 400
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full title of the plans)
Mark Anderson
Chief
Executive Officer
Alteryx, Inc.
3345 Michelson Drive, Suite 400
Irvine, California 92612
(888) 836-4274
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
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Gordon K. Davidson, Esq.
Michael A Brown, Esq.
Ran
D. Ben-Tzur, Esq.
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, California 94104
(415) 875-2300
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Christopher M. Lal, Esq.
Chief Legal Officer
and Corporate Secretary
Alteryx, Inc.
3345
Michelson Drive, Suite 400
Irvine, California 92612
(888) 836-4274
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A common stock, $0.0001 par value per
share
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- Reserved for future issuance under the 2017 Equity Incentive
Plan
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3,336,529 (2)
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$120.03 (3)
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$400,483,576 (3)
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$43,693
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- Reserved for future issuance under the 2017 Employee Stock
Purchase Plan
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667,305
(4)
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102.02
(5)
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68,078,457
(5)
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7,428
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TOTAL
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4,003,834
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$468,562,033
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$51,121
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover any additional shares of the Registrants Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock
dividend, stock split, recapitalization, or other similar transaction effected without the Registrants receipt of consideration which results in an increase in the number of the outstanding shares of the Registrants Class A common
stock.
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(2)
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Represents additional shares of Registrants Class A common stock reserved for issuance under the
2017 Equity Incentive Plan (2017 Plan) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2017 Plan.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of
calculating the registration fee, on the basis of the average of the high and low prices of the Registrants Class A common stock as reported on the New York Stock Exchange (NYSE) on February 10, 2021.
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(4)
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Represents additional shares of the Registrants Class A common stock reserved for issuance under the
2017 Employee Stock Purchase Plan (Purchase Plan) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan.
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(5)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of
calculating the registration fee, on the basis of the average of the high and low prices of the Registrants Class A common stock as reported on NYSE on February 10, 2021. Under the Purchase Plan, the purchase price of a share of
Class A common stock is equal to 85% of the fair market value of the Registrants Class A common stock on the offering date or the purchase date, whichever is less.
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