CUSIP No. 02156B103
|
Page 1 of 18 Pages
|
Alteryx, Inc.
|
(Name of Issuer)
|
Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
|
02156B103
|
(CUSIP Number)
|
Blair Flicker
General Counsel
Insight Venture Partners
1114 Avenue of the Americas, 36th Floor
New York, NY 10036
212-230-9200
With a copy to:
Gordon R. Caplan
Matthew J. Guercio
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
March 8, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 02156B103
|
Page 2 of 18 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 02156B103
|
||||||
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners VIII, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNiDS
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
4,202,698 (1)
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
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SOLE DISPOSITIVE POWER
4,202,698 (1)
|
|||||
10
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SHARED DISPOSITIVE POWER
0
|
|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,202,698 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% (1)(2)(3)
|
|||||
14
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TYPE OF REPORTING PERSON
PN
|
|||||
(1) Consists of 209,429 shares of Class A common stock (“Class A Common Stock”) of Alteryx, Inc. (the “Issuer”) and 3,993,269 shares of Class B common stock (“Class B Common Stock”) of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
||||||
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 3,993,269 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
||||||
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
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CUSIP No. 02156B103
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Page 3 of 18 Pages
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SCHEDULE 13D
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|||
CUSIP No. – 02156B103
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners (Cayman) VIII, L.P.
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,087,116 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
1,087,116 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,087,116 (1)
|
||
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)
3.8% (1)(2)(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) Consists of 54,173 shares of Class A Common Stock of the Issuer and 1,032,943 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
|
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 1,032,943 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
|
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
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CUSIP No. 02156B103
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Page 4 of 18 Pages
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SCHEDULE 13D
|
|||
CUSIP No. – 02156B103
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners (Delaware) VIII, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
1,332,967 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
1,332,967 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,967 (1)
|
||
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)
4.6% (1)(2)(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) Consists of 66,424 shares of Class A Common Stock of the Issuer and 1,266,543 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
|
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 1,266,543 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
|
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
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Page 5 of 18 Pages
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SCHEDULE 13D
|
|||
CUSIP No. – 02156B103
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners VIII (Co-Investors), L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
149,989 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
149,989 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,989 (1)
|
||
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)
0.5% (1)(2)(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) Consists of 7,474 shares of Class A Common Stock of the Issuer and 142,515 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
|
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 142,515 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
|
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
|
Page 6 of 18 Pages
|
SCHEDULE 13D
|
|||
CUSIP No. – 02156B103
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners Coinvestment Fund III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
3,929,138(1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
3,929,138(1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,929,138(1)
|
||
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)
12.5% (1)(2)(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) Consists of 195,796 shares of Class A Common Stock of the Issuer and 3,733,342 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
|
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 3,733,342 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
|
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
|
Page 7 of 18 Pages
|
SCHEDULE 13D
|
|||
CUSIP No. – 02156B103
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,843,637 (1)
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
2,843,637 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,843,637 (1)
|
||
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)
9.4% (1)(2)(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) Consists of 141,704 shares of Class A Common Stock of the Issuer and 2,701,933 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
|
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 2,701,933 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
|
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
|
CUSIP No. 02156B103
|
Page 8 of 18 Pages
|
SCHEDULE 13D
|
|||
CUSIP No. – 02156B103
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Associates VIII, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
|
8
|
SHARED VOTING POWER
6,772,770 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
6,772,770 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,770 (1)
|
||
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)
19.9% (1)(2)(3)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,270 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
|
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 6,435,270 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
|
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
|
CUSIP No. 02156B103
|
Page 9 of 18 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 02156B103
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Associates VIII, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
||||
8
|
SHARED VOTING POWER
6,772,770 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
6,772,770 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,770 (1)
|
|||||
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)
19.9% (1)(2)(3)
|
|||||
14
|
TYPE OF REPORTING PERSON
CO
|
|||||
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,270 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
||||||
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 6,435,270 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
||||||
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
|
Page 10 of 18 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 02156B103
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Associates Coinvestment III, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
||||
8
|
SHARED VOTING POWER
6,772,775 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
6,772,775 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,775 (1)
|
|||||
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)
19.9% (1)(2)(3)
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
|||||
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,275 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
||||||
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 6,435,275 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
||||||
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
|
Page 11 of 18 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 02156B103
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Associates Coinvestment III, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
||||
8
|
SHARED VOTING POWER
6,772,775 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
6,772,775 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,775 (1)
|
|||||
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)
19.9% (1)(2)(3)
|
|||||
14
|
TYPE OF REPORTING PERSON
CO
|
|||||
(1) Consists of 337,500 shares of Class A Common Stock of the Issuer and 6,435,275 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
||||||
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 6,435,275 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
||||||
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
|
Page 12 of 18 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 02156B103
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Holdings Group, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
|
||||
8
|
SHARED VOTING POWER
13,545,545 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
13,545,545 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,545,545 (1)
|
|||||
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)
33.4% (1)(2)(3)
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
|||||
(1) Consists of 675,000 shares of Class A Common Stock of the Issuer and 12,870,545 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. 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.
|
||||||
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 27,669,778 shares of Class A Common Stock outstanding as of December 31, 2017, as reported on the Form 10-K filed by the Issuer with the U.S. Securities and Exchange Commission on March 8, 2018, and (ii) 12,870,545 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13D.
|
||||||
(3) The percentage ownership of the Reporting Person 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 this Schedule 13D, as described in footnote 2 above.
|
CUSIP No. 02156B103
|
Page 13 of 18 Pages
|
CUSIP No. 02156B103
|
Page 14 of 18 Pages
|
Reporting Person
|
Number of Shares Beneficially Owned
|
Percentage of Class
|
||
Insight Venture Partners VIII, L.P.
|
4,202,698
|
13.3%
|
||
Insight Venture Partners (Cayman) VIII, L.P.
|
1,087,116
|
3.8%
|
||
Insight Venture Partners (Delaware) VIII, L.P.
|
1,332,967
|
4.6%
|
||
Insight Venture Partners VIII (Co-Investors), L.P.
|
149,989
|
0.5%
|
||
Insight Venture Partners Coinvestment Fund III, L.P.
|
3,929,138
|
12.5%
|
||
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
|
2,843,637
|
9.4%
|
||
Insight Venture Associates VIII, L.P.
|
6,772,770*
|
19.9%*
|
||
Insight Venture Associates VIII, Ltd.
|
6,772,770*
|
19.9%*
|
||
Insight Venture Associates Coinvestment III, L.P.
|
6,772,775*
|
19.9%*
|
||
Insight Venture Associates Coinvestment III, Ltd.
|
6,772,775*
|
19.9%*
|
||
Insight Holdings Group, LLC
|
13,545,545*
|
33.4%*
|
Reporting Person
|
Sole Power to Vote/Direct Disposition
|
Shared Power to Dispose/Direct the Disposition
|
Insight Venture Partners VIII, L.P.
|
4,202,698
|
0
|
Insight Venture Partners (Cayman) VIII, L.P.
|
1,087,116
|
0
|
Insight Venture Partners (Delaware) VIII, L.P.
|
1,332,967
|
0
|
Insight Venture Partners VIII (Co-Investors), L.P.
|
149,989
|
0
|
Insight Venture Partners Coinvestment Fund III, L.P.
|
3,929,138
|
0
|
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
|
2,843,637
|
0
|
Insight Venture Associates VIII, L.P.
|
0
|
6,772,770*
|
Insight Venture Associates VIII, Ltd.
|
0
|
6,772,770*
|
Insight Venture Associates Coinvestment III, L.P.
|
0
|
6,772,775*
|
Insight Venture Associates Coinvestment III, Ltd.
|
0
|
6,772,775*
|
Insight Holdings Group, LLC
|
0
|
13,545,545*
|
CUSIP No. 02156B103
|
Page 15 of 18 Pages
|
CUSIP No. 02156B103
|
Page 16 of 18 Pages
|
INSIGHT VENTURE PARTNERS VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
CUSIP No. 02156B103
|
Page 17 of 18 Pages
|
INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P.
|
||
By: Insight Venture Associates Coinvestment III, L.P., its general partner
|
||
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L.P.
|
||
By: Insight Venture Associates Coinvestment III, L.P., its general partner
|
||
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE ASSOCIATES VIII, L.P.
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE ASSOCIATES VIII, LTD.
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, L.P.
|
||
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
CUSIP No. 02156B103
|
Page 18 of 18 Pages
|
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD.
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT HOLDINGS GROUP, LLC
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||