|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
47-0945740
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
Jodie M. Bourdet
Siana E. Lowrey
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
|
|
Keenan Conder
Executive Vice President,
General Counsel and Corporate Secretary
Tableau Software, Inc.
1621 North 34th Street
Seattle, Washington 98103
(206) 633-3400
|
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
|
|
|
Emerging growth company
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Securities to be Registered
|
|
Amount to be Registered
(1)
|
|
Proposed Maximum Offering Price per Share
(4)
|
|
Proposed Maximum Aggregate Offering Price
|
|
Amount of Registration Fee
|
||
Class A Common Stock, par value $0.0001 per share
|
|
|
|
|
|
|
|
|
||
– 2013 Equity Incentive Plan, as amended
|
|
4,023,117
(2)
|
|
$102.67
|
|
$413,053,422.39
|
|
$51,425.15
|
||
– 2013 Employee Stock Purchase Plan
|
|
804,623
(3)
|
|
$102.67
|
|
$82,610,643.41
|
|
$10,285.03
|
||
Total
|
|
4,827,740
|
|
|
|
$495,664,065.80
|
|
$61,710.18
|
||
|
||||||||||
(1)
|
|
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Class A common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock.
|
||||||||
(2)
|
|
Represents shares of Class A common stock that were automatically added to the shares reserved for issuance under the Registrant’s 2013 Equity Incentive Plan, as amended (the “2013 Plan”) on January 1, 2018 pursuant to an “evergreen” provision contained in the 2013 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2013 Plan automatically increases on January 1st each year, starting on January 1, 2014 and continuing through January 1, 2023, by the lesser of (a) five percent (5%) of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year and (b) a number determined by the Registrant’s board of directors.
|
||||||||
(3)
|
|
Represents shares of Class A common stock that were automatically added to the shares reserved for issuance under the Registrant’s 2013 Employee Stock Purchase Plan (the “2013 ESPP”) on January 1, 2018 pursuant to an “evergreen” provision contained in the 2013 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2013 ESPP automatically increases on January 1st each year, starting on January 1, 2014 and continuing through January 1, 2023, by the lesser of (a) one percent (1%) of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, (b) 4,000,000 shares of Class A common stock or (c) a number determined by the Registrant’s board of directors.
|
||||||||
(4)
|
|
Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $102.67 per share, the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on July 31, 2018.
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
4.1
(1)
|
|
|
4.2
(2)
|
|
|
4.3
(3)
|
|
|
4.4
(4)
|
|
|
5.1
|
|
|
23.1
|
|
|
23.2
|
|
|
24.1
|
|
|
99.1
(5)
|
|
|
99.2
(6)
|
|
|
99.3
(7)
|
|
|
99.4
(8)
|
|
|
|
|
(1)
|
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-35925), filed with the Securities and Exchange Commission on May 23, 2013, and incorporated herein by reference.
|
(2)
|
Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-187683), filed with the Securities and Exchange Commission on April 2, 2013, and incorporated herein by reference.
|
(3)
|
Filed as Exhibit 4.1.1 to Registrant’s Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-187683), filed with the Securities and Exchange Commission on May 15, 2013, and incorporated herein by reference.
|
(4)
|
Filed as Exhibit 4.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-187683), filed with the Securities and Exchange Commission on April 2, 2013, and incorporated herein by reference.
|
(5)
|
Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-35925), filed with the Securities and Exchange Commission on May 13, 2016, and incorporated herein by reference.
|
(6)
|
Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-187683), filed with the Securities and Exchange Commission on April 2, 2013, and incorporated herein by reference.
|
(7)
|
Filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-35925), filed with the Securities and Exchange Commission on August 9, 2013, and incorporated herein by reference.
|
(8)
|
Filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-187683), filed with the Securities and Exchange Commission on April 2, 2013, and incorporated herein by reference.
|
|
|
|
TABLEAU SOFTWARE, INC.
|
||
|
|
|
By:
|
|
/s/ Adam Selipsky
|
|
|
Adam Selipsky
President and Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Adam Selipsky
|
|
President, Chief Executive Officer and Director
|
|
August 6, 2018
|
Adam Selipsky
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Damon Fletcher
|
|
Chief Financial Officer
|
|
August 6, 2018
|
Damon Fletcher
|
(Principal Financial and Accounting Officer)
|
|
||
|
|
|
|
|
/s/ Christian Chabot
|
|
Co-founder and Chairman of the Board
|
|
August 6, 2018
|
Christian Chabot
|
|
|
||
|
|
|
|
|
/s/ Patrick Hanrahan
|
|
Chief Scientist, Co-founder and Director
|
|
August 6, 2018
|
Patrick Hanrahan
|
|
|
|
|
|
|
|
||
/s/ Christopher Stolte
|
|
Technical Advisor, Co-founder and Director
|
|
August 6, 2018
|
Christopher Stolte
|
|
|
||
|
|
|
|
|
/s/ Billy Bosworth
|
|
Director
|
|
August 6, 2018
|
Billy Bosworth
|
|
|
||
|
|
|
|
|
/s/ Brooke Seawell
|
|
Director
|
|
August 6, 2018
|
Brooke Seawell
|
|
|
||
|
|
|
|
|
/s/ Elliott Jurgensen, Jr.
|
|
Director
|
|
August 6, 2018
|
Elliott Jurgensen, Jr.
|
|
|
||
|
|
|
|
|
/s/ Hilarie Koplow-McAdams
|
|
Director
|
|
August 6, 2018
|
Hilarie Koplow-McAdams
|
|
|
||
|
|
|
|
|
/s/ John McAdam
|
|
Director
|
|
August 6, 2018
|
John McAdam
|
|
|
||
|
|
|
|
|
/s/ Gerri Martin-Flickinger
|
|
Director
|
|
August 6, 2018
|
Gerri Martin-Flickinger
|
|
|
By:
|
|
/s/ Jodie M. Bourdet
|
|
|
Jodie M. Bourdet
|