SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )

Alteryx, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

02156B103

(CUSIP Number)

Jed Clark

General Counsel and CCO, ICONIQ Capital

c/o ICONIQ Strategic Partners

394 Pacific Avenue, 2nd Floor

San Francisco, CA 94111

Office: (415) 992-9415

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/29/2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 02156B103

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ICONIQ Strategic Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 1,286,098
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 1,286,098
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,286,098
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 13.0%
14	TYPE OF REPORTING PERSON (See Instructions) PN

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 378,618 shares of Class A Common Stock and 907,480 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by ICONIQ Strategic Partners II, L.P.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 2

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ICONIQ Strategic Partners II-B, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 1,006,755
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 1,006,755
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,006,755
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 10.4%
14	TYPE OF REPORTING PERSON (See Instructions) PN

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 296,382 shares of Class A Common Stock and 710,373 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by ICONIQ Strategic Partners II-B, L.P.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 3

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ICONIQ Strategic Partners II Co-Invest, L.P., AX Series
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 1,053,132
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 1,053,132
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,053,132
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 10.5%
14	TYPE OF REPORTING PERSON (See Instructions) PN

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 1,053,132 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by ICONIQ Strategic Partners II Co-Invest, L.P., AX Series.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 4

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ICONIQ Strategic Partners II GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 3,345,985
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 3,345,985
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,345,985
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 28.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., AX Series.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 5

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ICONIQ Strategic Partners II TT GP, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 3,345,985
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 3,345,985
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,345,985
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 28.7%
14	TYPE OF REPORTING PERSON (See Instructions) CO

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., AX Series.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 6

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Divesh Makan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 3,345,985
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 3,345,985
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,345,985
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 28.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., AX Series.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Griffith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 3,345,985
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER* 3,345,985
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,345,985
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)** 28.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* The aggregate number and percentage of Class A Common Stock beneficially owned represents 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. The Class B Common Stock is convertible at the election of the holder at any time into shares of Class A Common Stock on a one-for-one basis. The shares reported herein are held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., AX Series.

** The calculation of the foregoing percentage is based on 9,000,000 shares of Class A Common Stock outstanding as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 8

EXPLANATORY NOTE

This Schedule 13D is being filed with the Securities and Exchange Commission on behalf of the Reporting Persons (as defined below). In connection with the initial public offering of the Company (as defined below), the Reporting Persons may be deemed to have acquired beneficial ownership of more than 2% of the Class A Common Stock (as defined below) of the Company during the preceding twelve months and, accordingly, are reporting beneficial ownership of the Class A Common on this Schedule 13D in lieu of reporting beneficial ownership of the Shares on a Schedule 13G pursuant to Rule 13d-1(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Item 1. Security and Issuer

This Statement on Schedule 13D relates to shares of Class A Common Stock (the “Class A Common Stock”), par value $0.0001 per share, of Alteryx, Inc., a Delaware corporation (the “Company”). The address of the Company’s principal executive office is 345 Michelson Drive, Suite 400, Irvine, California 92612, and its telephone number is (888) 836-4274. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

Item 2 (a) – (c). This statement is being filed by the following persons: ICONIQ Strategic Partners II, L.P., a Cayman Islands limited partnership (“ISP II”), ICONIQ Strategic Partners II-B, L.P., a Cayman Islands limited partnership (“ISP II-B”), ICONIQ Strategic Partners II Co-Invest, L.P., AX Series, a Delaware limited partnership (“ISP II Co-Invest”), ICONIQ Strategic Partners II GP, L.P., a Cayman Islands limited partnership (“ICONIQ GP II”), ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands limited company (“ICONIQ Parent GP II”), Divesh Makan (“Makan”) and William Griffith (“Griffith”).

ICONIQ GP II is the general partner of each of ISP II, ISP II-B and ISP II Co-Invest. ICONIQ Parent GP II is the general partner of ICONIQ GP II. Makan and Griffith are the sole equity holders and directors of ICONIQ Parent GP II.

ISP II, ISP II-B, ISP II Co-Invest, ICONIQ GP II, ICONIQ Parent GP II, Makan and Griffith are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business of each of ISP II, ISP II-B, and ISP II Co-Invest is that of a private investment partnership engaged in the purchase and sale of securities for its own account and its address is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

The principal business of ICONIQ GP II is to act as the general partner of ISP II, ISP II-B, and ISP II Co-Invest and its address is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

The principal business of ICONIQ Parent GP II is to act as the general partner of ICONIQ GP II and its address is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111. Makan and Griffith are the managing members and owners of ICONIQ Parent GP II.

The shares to which this Schedule 13D relates are owned directly by each of ISP II, ISP II-B and ISP II Co-Invest.

Item 2 (d) – (e). During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Page 9

Item 2 (f). Each of ISP II, ISP II-B and ICONIQ GP II is a Cayman Islands limited liability partnership, ISP II Co-Invest is a Delaware limited liability partnership, and ICONIQ Parent GP II is a Cayman Islands limited company. Makan and Griffith are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

On September 24, 2015 (the “Series C Closing Date”), pursuant to a Series C Preferred Stock and Common Stock Purchase Agreement, dated September 24, 2015, by and among the Company, ISP II, ISP II-B, Insight Venture Partners VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., Insight Venture Partners VIII (Co-Investors), L.P., Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners Coinvestment Fund III, L.P. and Insight Venture Partners Coinvestment Fund (Delaware) III, L.P. (such agreement, as amended, the “Series C Purchase Agreement”), (i) ISP II purchased 2,051,017 shares of the Issuer’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) for an aggregate purchase price of $14,011,727.74 and 942,995 shares of the Issuer’s Common Stock (the “Common Stock”) for an aggregate purchase price of $5,604,690.78 and (ii) ISP II-B purchased 1,608,448 shares of Series C Preferred Stock for an aggregate purchase price of $10,988,273.36 and 739,515 shares of Common Stock for an aggregate purchase price of $4,395,307.40. The Series C Preferred Stock was acquired for $6.8316 per share and the Common Stock was acquired for $5.9435 per share.

On March 7, 2016, ISP II transferred to ISP II Co-Invest 403,711shares of Common Stock and ISP II-B transferred to ISP II Co-Invest 317,365 shares of Common Stock, in each case, pursuant to that certain Stock Transfer Agreement, dated as of March 7, 2016, by and among ISP II, ISP II-B and ISP II Co-Invest (the “ISP II Co-Invest Transfer Agreement”). The Common Stock was acquired for $5.9435 per share.

On February 27, 2017, the Issuer effected a 2-to-1 reverse stock split of its outstanding capital stock. Also on February 27, 2017, the Issuer amended and restated its certificate of incorporation, in part implementing a dual class common stock structure where all existing shares of Common Stock converted to Class B Common Stock and the Issuer authorized a new class of Class A Common Stock. The Class A Common Stock is entitled to one vote per share and the Class B Common Stock is entitled to ten votes per share.

Immediately prior to the completion of the Issuer’s initial public offering on March 29, 2017 (the “IPO Closing Date”), all outstanding shares of Series C Preferred Stock were automatically converted into shares of the Issuer’s Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) resulting in ISP II holding 907,480 shares of Class B Common Stock, ISP II-B holding 710,373 of Class B Common Stock, and ISP II Co-Invest holding 1,053,132 of Class B Common Stock. In addition, on the IPO Closing Date, ISP II purchased 378,618 shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) for a price of $14.00 per share and an aggregate purchase price of $5,300,652 and ISP II-B purchased 296,382 shares of Class A Common Stock for a price of $14.00 per share and an aggregate purchase price of $4,149,348. The source of funds for this consideration was the available capital of each of ISP II and ISP II-B, which represents capital contributions from investors in each of ISP II and ISP II-B, respectively.

Immediately following the closing of the Company’s initial public offering, ISP II directly owned 378,618 shares of Class A Common Stock and 907,480 shares of Class B Common Stock, ISP II-B directly owned 296,382 shares of Class A Common Stock and 710,373 shares of Class B Common Stock and ISP II Co-Invest directly owned 1,053,132 shares of Class B Common Stock.

Item 4. Purpose of Transaction

Each of ISP II, ISP II-B and ISP II Co-Invest acquired the shares of Common Stock for investment in the ordinary course of business, as it believed that such shares represented an attractive investment opportunity. As described in Item 3, each of ISP II, ISP II-B and ISP II Co-Invest initially invested in the Company prior to the Company’s initial public offering. Greg Stanger is a non-voting observer on the Company’s Board of Directors and is a partner of ICONIQ GP II, the general partner of each of ISP II, ISP II-B and ISP II Co-Invest.

Page 10

As noted above, each of ISP II, ISP II-B and ISP II Co-Invest acquired the Common Stock as investments in its ordinary course of business. In connection with the foregoing, and as may be appropriate from time to time, the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to their investment in the Company, including, without limitation: (a) the acquisition or disposition of Common Stock, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the Company; (f) other material changes in the Company’s business or corporate structure; (g) changes in the Company’s certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Company by any person; (h) causing any class of the Company’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in Item 6 and this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.

The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock, dispose of some or all of the shares of Common Stock that it may own from time to time, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing.

The Reporting Persons intend to review their investment in the Company from time to time on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company’s stock in particular, as well as other developments.

Item 5. Interest in Securities of the Issuer

(a) and (b) As of April 10, 2017, ISP II directly owned 378,618 shares of Class A Common Stock and 907,480 shares of Class B Common Stock. The aggregate 1,286,098 shares of Class A Common Stock deemed to be beneficially owned by ISP II as of April 10, 2017 represented approximately 13.0% of the 9,000,000 shares of Common Stock outstanding (determined in accordance with Rule 13d-3 of the Exchange Act) as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

As of April 10, 2017, ISP II-B directly owned 296,382 shares of Class A Common Stock and 710,373 shares of Class B Common Stock. The aggregate 1,006,755 shares of Class A Common Stock deemed to be beneficially owned by ISP II-B as of April 10, 2017 represented approximately 10.4% of the 9,000,000 shares of Common Stock outstanding (determined in accordance with Rule 13d-3 of the Exchange Act) as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

As of April 10, 2017, ISP II Co-Invest directly owned 1,053,132 shares of Class B Common Stock. The 1,053,132 shares of Class B Common Stock deemed to be beneficially owned by ISP II-B as of April 10, 2017 represented approximately 10.5% of the 9,000,000 shares of Common Stock outstanding (determined in accordance with Rule 13d-3 of the Exchange Act) as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Page 11

As of April 10, 2017, ICONIQ GP II, in its capacity as the general partner of each of ISP II, ISP II-B and ISP II Co-Invest, may be deemed to beneficially own all of the shares of Common Stock beneficially owned by each of ISP II, ISP II-B and ISP II Co-Invest, consisting of 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. As of April 10, 2017, such shares represented approximately 28.7% of the 9,000,000 shares of Common Stock outstanding (determined in accordance with Rule 13d-3 of the Exchange Act) as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

As of April 10, 2017, ICONIQ Parent GP II, in its capacity as the general partner of ICONIQ GP II, may be deemed to beneficially own all of the shares of Common Stock that may be deemed to be beneficially owned by ICONIQ GP II, consisting of 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. As of April 10, 2017, such shares represented approximately 28.7% of the 9,000,000 shares of Common Stock outstanding (determined in accordance with Rule 13d-3 of the Exchange Act) as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

As of April 10, 2017, each of Makan and Griffith, by virtue of being the sole equity holders and directors of ICONIQ Parent GP II, may be deemed to beneficially own all of the shares of Common Stock that may be deemed to be beneficially owned by ICONIQ Parent GP II, consisting of 675,000 shares of Class A Common Stock and 2,670,985 shares of Class B Common Stock. As of April 10, 2017, such shares represented approximately 28.7% of the 9,000,000 shares of Common Stock outstanding (determined in accordance with Rule 13d-3 of the Exchange Act) as of March 29, 2017, which was the closing date of the Company’s initial public offering, based on the Prospectus dated March 23, 2017 filed with the Securities and Exchange Commission.

Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof. The percentage ownership of the Reporting Persons reported in this Schedule 13D does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of reporting the beneficial ownership of the Reporting Persons in this Schedule 13D.

(c) The information set forth in Item 3 and Item 4 hereof is hereby incorporated by reference into this Item 5(c).

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 3 and Item 4 hereof is hereby incorporated by reference into this Item 6.

Each of ISP II, ISP II-B and ISP II Co-Invest entered into a “lock-up” agreement in connection with the Company’s initial public offering pursuant to which it has agreed not to offer, sell or agree to sell, directly or indirectly any shares of Class A Common Stock or Class B Common Stock (other than those shares acquired in the offering or in open market transactions after the offering) without the consent of each of Goldman, Sachs & Co. and J.P. Morgan Securities LLC on behalf of the underwriters for a period of 180 days from the date of the Company’s final prospectus for the offering.

Each of ISP II and ISP II-B entered into an Investors’ Rights Agreement in connection with the Company’s Series C financing pursuant to which the rights of each of ISP II and ISP II-B to request registration or inclusion in any registration shall terminate five years after the closing of the Company’s initial public offering. Such rights were transferred to ISP II Co-Invest pursuant to the ISP II Co-Invest Transfer Agreement and are currently held by each of ISP II, ISP II-B and ISP II Co-Invest.

Except as referenced above or described in Item 3 and Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Company.

Page 12

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description:
99.1	Joint Filing Agreement, dated April 11, 2017, by and among the Reporting Persons
99.2	Second Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2015, by and between the Company and the other parties listed thereto (incorporated by reference to Exhibit 4.2 of the Form S-1/A filed by Alteryx with the SEC On February 24, 2017.)
99.3	Lock-Up Agreement, dated as of December 7, 2016, by ISP II, ISP II-B and ISP II Co-Invest.

Page 13

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 11, 2017

Date

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

Signature

April 11, 2017

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

Signature

April 11, 2017

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

Signature

April 11, 2017

Date

ICONIQ Strategic Partners II GP, L.P., by ICONIQ Strategic Partners II TT GP, Ltd., its general partner, /s/ Kevin Foster

Signature

April 11, 2017

Date

ICONIQ Strategic Partners II TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster

Signature

April 11, 2017

Date

/s/ Divesh Makan

Signature

April 11, 2017

Date

/s/ William Griffith

Signature

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.1

Exhit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of the Company and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of March 20, 2017.

April 11, 2017

Date

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

Signature

April 11, 2017

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

Signature

April 11, 2017

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

Signature

April 11, 2017

Date

ICONIQ Strategic Partners II GP, L.P., by ICONIQ Strategic Partners II TT GP, Ltd., its general partner, /s/ Kevin Foster

Signature

April 11, 2017

Date

ICONIQ Strategic Partners II TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster

Signature

April 11, 2017

Date

/s/ Divesh Makan

Signature

April 11, 2017

Date

/s/ William Griffith

Signature

EX-99.3

Exhibit 99.3

Alteryx, Inc.

Lock-Up Agreement

December 7, 2016

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

As representatives of the several Underwriters

named in Schedule I hereto,

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Re: Alteryx, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Alteryx, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule II to the Underwriting Agreement, if any, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of the Class A Common Stock of the Company, par value $0.0001 per share (the “Class A Common Stock” and together with the Class B Common Stock of the Company, par value $0.0001 per share, the “Class B Common Stock,” the “Common Stock”), pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date (the “Public Offering Date”) of the final prospectus (the “Final Prospectus”) used to sell the Shares in the Public Offering (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), other than as otherwise provided herein. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares during the Lock-Up Period even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase in the Public Offering. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares.

Notwithstanding the foregoing, the undersigned may:

(a) transfer the Undersigned’s Shares:

(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,

(ii) to any member of the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned or the undersigned’s immediate family, or if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust,

(iii) upon death or by will, testamentary document or intestate succession,

(iv) in connection with a sale of the Undersigned’s Shares acquired (A) in the Public Offering or (B) in open market transactions after the Public Offering Date,

(v) if the undersigned is a corporation, partnership, limited liability company or other business entity, (A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlled or managed by or under common control with the undersigned or affiliates of the undersigned, or (B) as part of a distribution or transfer by the undersigned to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders,

(vi) to the Company in connection with the vesting or settlement of restricted stock units or the “net” or “cashless” exercise of options, warrants or other rights to purchase shares of Common Stock for purposes of exercising such options, warrants or rights, including any transfer for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or other rights,

(vii) in connection with (A) the exercise of options on a cash basis or the vesting and settlement of restricted stock units or other rights granted under a stock incentive plan or other equity award plan, which plan is described in the Registration Statement and in the Final Prospectus used to sell the Shares in the Public Offering and (B) the exercise of warrants on a cash basis, which warrants are described in the Registration Statement and in the Final Prospectus used to sell Shares in the Public Offering, provided, that, in each case, any shares of Common Stock issued upon exercise of such option, warrant or other rights or the vesting and settlement of restricted stock units shall continue to be subject to the restrictions set forth herein until the expiration of the Lock-Up Period,

(viii) to the Company in connection with (A) the repurchase of shares of Common Stock in the event the undersigned ceases to provide services to the Company, which such shares were issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Registration Statement and in the Final Prospectus used to sell the Shares in the Public Offering or (B) a right of first refusal that the Company has with respect to transfers of such shares or securities,

(ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of shares of Common Stock involving a Change of Control (as defined below) of the Company, provided, that, in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement,

(x) in connection with (A) the conversion or reclassification of the outstanding preferred stock or other classes of capital stock of the Company into shares of Common Stock in connection with the consummation of the Public Offering and (B) the conversion of Class B Common Stock to Class A Common Stock, in each case, in accordance with the Company’s certificate of incorporation, provided, that, any such shares of Common Stock received upon such conversion or reclassification shall remain subject to the provisions of this Lock-Up Agreement,

(xi) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or any other court order,

(xii) to the Underwriters pursuant to the Underwriting Agreement, or

(xiii) with the prior written consent of the Representatives, on behalf of the Underwriters;

provided, that, (A) in the case of (i), (ii), (iii) and (v) above, such transfer shall not involve of a disposition for value, (B) in the case of (i), (ii), (iii), (v) and (xi) above, it shall be a condition to the transfer or distribution that the donee, transferee or distributee, as the case may be, agrees in writing to be bound by the restrictions set forth herein, (C) in the case of (i), (ii), (iii), (iv), (v) and (viii)(B) above, no filing under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period (other than any required Form 5 filing, which may be made), (D) in the case of (vi) above, no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period (other than any required Form 5 filing, which may be made) until the later of (a) 90 days after the date of the Final Prospectus or (b) the Company’s first earnings release following the closing of the Public Offering, and after such 90th day or earnings release, as the case may be (such period, the “Stabilization Period”), and if, following such Stabilization Period, the undersigned is required to file a report under Section 16 of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was either (1) to cover tax withholding obligations of the undersigned or remittance payments due in connection with such vesting, settlement or exercise or (2) in connection with a cashless or net exercise of options, warrants or other rights to purchase shares of Common Stock for purposes of exercising such options, warrants or rights, provided, however, that, to the extent that the undersigned includes the statements required by this clause (D) in a report under Section 16 of the Exchange Act, a filing under Section 16 of the Exchange Act may be made during the Stabilization Period solely with respect to options, warrants or other rights to purchase shares of Common Stock that are scheduled to expire during the Lock-Up Period; (E) in the case of (vii) above, no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Stabilization Period (other than any required Form 5 filing, which may be made); (F) in the case of (viii)(A) above, no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period (other than any required Form 5 filing, which may be made) within 60 days after the date the undersigned ceases to provide services to the Company, and after such 60th day, if the undersigned is required to file a report under Section 16 of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, and (G), in the case of (xi) above, no filing under Section 16 of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made during the Lock-Up Period and, if the undersigned is required to file a report under Section 16 of the Exchange Act during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is to the Company by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or any other court order, as the case may be; or

(b) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Lock-Up Agreement relating to the sale of the Undersigned’s Shares, provided, that, the securities subject to such plan may not be transferred until after the expiration of the Lock-Up Period and no public announcement, report or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the Lock-Up Period.

For purposes of this Lock-Up Agreement: “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin; “executive officer” shall mean the officers listed under the caption “Executive Officers” in the table set forth in the section titled “Management” in the Final Prospectus; and “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold shares having more than a majority of the voting power of all outstanding voting shares of the Company (or the surviving entity).

The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

In the event that either of the Representatives withdraws from or declines to participate in the Public Offering, all references to the Representatives contained in this letter shall be deemed to refer to the sole Representative that continues to participate in the Public Offering (the “Sole Representative”) and this Lock-Up Agreement shall remain in full force and effect. In such event, any written consent, waiver or notice given or delivered in connection with this letter by the Sole Representative shall be deemed to be sufficient and effective for all purposes under this Lock-Up Agreement.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock of the Company, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In addition, the Representatives agree that, should a discretionary release or waiver of the foregoing restrictions be granted to any executive officer, director, or holder of 5% or more of the outstanding Common Stock (calculated on an as converted basis as of the close of business on the date of the initial public filing of the registration statement on Form S-1 relating to the Public Offering), the Representatives shall use commercially reasonable efforts to provide at least two (2) business days’ notice to the Company prior to the effective date of such release or waiver (the effective date of such release or waiver, the “Release Date”) (provided that the failure to provide such notice shall not give rise to any claim or liability against the Representatives or the Underwriters), stating the percentage of shares held by such person or entity to be released (the “Release Percentage”), and the Company shall, within two (2) business days thereafter, send notice to the undersigned, stating that the Release Percentage of shares of Common Stock held by the undersigned shall also be released on a pro rata basis and on the same terms from the restrictions set forth herein on the Release Date. The provisions of this paragraph will not apply (i) if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer, (ii) to releases granted to one or more stockholders by the Representatives up to an aggregate number of shares of Common Stock for purposes of this clause (ii) having a fair market value in excess of $10.0 million immediately following the completion of the Public Offering (as adjusted for stock splits, stock dividends and other similar events after the date hereof) from such lock-up restrictions in respect of such parties, or (iii) in any primary or secondary public offering or sale that is underwritten (the “Underwritten Sale”) of the Company’s Common Stock during the restricted period set forth above, provided, however, that the undersigned is offered the opportunity to participate on a pro rata basis with and otherwise on the same terms as any other equity holders in such Underwritten Sale.

The provisions of this Lock-up Agreement shall no longer be effective if, as of the Public Offering Date, each and every of the Company’s directors, executive officers and holders of more than 5% of the Company’s outstanding Shares immediately prior to the Public Offering have not entered into a substantially similar agreement containing terms at least as restrictive as the terms provided for herein.

Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement will automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of (i) the date, prior to the execution of the Underwriting Agreement, that the Company advises the Representatives in writing that it has determined not to proceed with the Public Offering, (ii) the date the Company files an application to withdraw the Registration Statement related to the Public Offering, (iii) the date the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the Shares to be sold thereunder, or (iv) June 30, 2017, in the event that the Underwriting Agreement has not been executed by such date.

The undersigned hereby consents to receipt of this Lock-Up Agreement in electronic form and understands and agrees that this Lock-Up Agreement may be signed electronically. In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this Lock-Up Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Lock-Up Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

Very truly yours,
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
By:	/s/ Kevin Foster
Name:	Kevin Foster
Title:	Authorized Person
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
By:	/s/ Kevin Foster
Name:	Kevin Foster
Title:	Authorized Person
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
By:	/s/ Kevin Foster
Name:	Kevin Foster
Title:	Authorized Person
Address: 394 Pacific Avenue
San Francisco, CA 94111
Telephone: 415-967-7763
E-mail: kevin@iconiqcapital.com