As filed with the Securities and Exchange Commission on November 4, 2016
Registration No. 333-

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Tableau Software, Inc.
(Exact name of Registrant as specified in its charter)

 
			
Delaware	 	47-0945740	
(State or other jurisdiction of
Incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
837 North 34th Street, Suite 200 Seattle, Washington 98103 (206) 633-3400
(Address of principal executive offices) (Zip code)
Tableau Software, Inc. 2013 Equity Incentive Plan, as amended
Tableau Software, Inc. 2013 Employee Stock Purchase Plan
(Full title of the plan)

Adam Selipsky
President and Chief Executive Officer
Tableau Software, Inc.
837 North 34th Street, Suite 200
Seattle, Washington 98103
(206) 633-3400
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:

Jodie M. Bourdet
Charles S. Kim
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000	 	Keenan Conder
Executive Vice President,
General Counsel and Secretary
Tableau Software, Inc.
837 North 34th Street, Suite 200
Seattle, Washington 98103
(206) 633-3400	

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
				
Non-accelerated filer	 	☐  (Do not check if a smaller reporting company)	  	Smaller reporting company	 	☐	

CALCULATION OF REGISTRATION FEE

 	
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	 	3,660,223(2)	 	$43.43	 	$158,963,484.89	 	$18,423.87	
    – 2013 Employee Stock Purchase Plan	 	    732,044(3)	 	$43.43	 	$31,792,670.92	 	$3,684.78	
Total	 	4,392,267      	 	 	 	$190,756,155.81	 	$22,108.65	

(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, 2016 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, 2016 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) solely for the purpose of calculating the registration fee on the basis of $43.43 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 November 3, 2016.	

 

EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,392,267 shares of Class A common stock of Tableau Software, Inc. (the “Registrant”) issuable pursuant to the Tableau Software, Inc. 2013 Equity Incentive Plan, as amended (the “2013 Plan”) and the Tableau Software, Inc. 2013 Employee Stock Purchase Plan (the “2013 ESPP”). These additional shares of Class A common stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-188717) was filed with the Securities and Exchange Commission on May 20, 2013. These additional shares of Class A common stock have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2013 Plan and the 2013 ESPP, which provide that the total number of shares subject to such plans will be increased on the first day of each fiscal year pursuant to a specified formula.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) The contents of the earlier registration statements on Form S-8 relating to the 2013 Plan and the 2013 ESPP, previously filed with the Securities and Exchange Commission on May 20, 2013 (File No. 333-188717), April 17, 2014 (File No. 333-195356) and November 20, 2015 (File No. 333-208134).
(b) The description of the Registrant’s Class A common stock contained in a registration statement on Form 8-A filed with the Securities and Exchange Commission May 13, 2013 (File No. 001-35925) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c) The Registrant’s Annual Report on Form 10-K (File No. 001-35925) for the year ended December 31, 2015, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Securities and Exchange Commission on February 25, 2016.
(d) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 from its definitive proxy statement on Schedule 14A (File No. 001-35925) for the 2016 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 31, 2016.
(e) The Registrant’s Quarterly Reports on Form 10-Q (File No. 001-35925) for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 filed with the Securities and Exchange Commission on May 9, 2016, August 8, 2016 and November 4, 2016 respectively.
(f) The Registrant’s Current Reports on Form 8-K (File No. 001-35925) filed with the Securities and Exchange Commission on January 7, 2016, April 15, 2016, May 13, 2016 (other than the information furnished under Item 7.01 thereby), August 22, 2016, November 1, 2016 (other than the information furnished under Items 2.02 and 9.01 thereby) and November 2, 2016.
(g) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

Exhibit
Number	 	
Description	
		
  4.1(1)	 	Amended and Restated Certificate of Incorporation of Tableau Software, Inc.	
		
  4.2(2)	 	Amended and Restated Bylaws of Tableau Software, Inc.	
		
  4.3(3)	 	Amended and Restated Investor Rights Agreement, by and among Tableau Software, Inc. and the investors listed on Exhibit A thereto, dated July 27, 2012.	
		
  5.1	 	Opinion of Cooley LLP.	
		
23.1	 	Consent of Cooley LLP (included in Exhibit 5.1).	
		
23.2	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.	
		
24.1	 	Power of Attorney (included on the signature page of this Form S-8).	
		
99.1(4)	 	Tableau Software, Inc. 2013 Equity Incentive Plan, as amended.	
		
99.2(5)	 	Forms of Option Agreement and Option Grant Notice under the 2013 Equity Incentive Plan, as amended.	
		
99.3(6)	 	Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2013 Equity Incentive Plan, as amended.	
		
99.4(7)	 	Tableau Software, Inc. 2013 Employee Stock Purchase Plan.	

(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 4.2 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.	
(4)	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.	
(5)	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.	
(6)	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.	
(7)	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.	

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 4 th  day of November, 2016.

T ABLEAU S OFTWARE , I NC .	
		
By:	 	/s/ Adam Selipsky	
	 	Adam Selipsky
President and Chief Executive Officer	
POWER OF ATTORNEY
K NOW A LL P ERSONS B Y T HESE P RESENTS , that each person whose signature appears below constitutes and appoints Adam Selipsky, Thomas E. Walker Jr. and Keenan Conder, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	  	Title	 	Date	
			
/s/ Adam Selipsky
Adam Selipsky	  	President, Chief Executive Officer and Director
(Principal Executive Officer)	 	November 4, 2016	
			
/s/ Thomas E. Walker, Jr.
Thomas E. Walker, Jr.	  	Chief Financial Officer
(Principal Financial and Accounting Officer)	 	November 4, 2016	
			
/s/ Christian Chabot
Christian Chabot	  	Co-founder and Chairman of the Board	 	November 4, 2016	
			
/s/ Patrick Hanrahan
Patrick Hanrahan	  	Chief Scientist, Co-founder and Director	 	November 4, 2016	
			
/s/ Christopher Stolte
Christopher Stolte	  	Technical Advisor, Co-founder and Director	 	November 4, 2016	
			
/s/ Forest Baskett
Forest Baskett	  	Director	 	November 4, 2016	
			
/s/ Billy Bosworth
Billy Bosworth	  	Director	 	November 4, 2016	
			
/s/ Brooke Seawell
Brooke Seawell	  	Director	 	November 4, 2016	
			
/s/ Elliott Jurgensen, Jr.
Elliott Jurgensen, Jr.	  	Director	 	November 4, 2016	
			
/s/ John McAdam
John McAdam	  	Director	 	November 4, 2016	

EXHIBIT INDEX

Exhibit
Number	 	
Description	
		
  4.1(1)	 	Amended and Restated Certificate of Incorporation of Tableau Software, Inc.	
		
  4.2(2)	 	Amended and Restated Bylaws of Tableau Software, Inc.	
		
  4.3(3)	 	Amended and Restated Investor Rights Agreement, by and among Tableau Software, Inc. and the investors listed on Exhibit A thereto, dated July 27, 2012.	
		
  5.1	 	Opinion of Cooley LLP.	
		
23.1	 	Consent of Cooley LLP (included in Exhibit 5.1).	
		
23.2	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.	
		
24.1	 	Power of Attorney (included on the signature page of this Form S-8).	
		
99.1(4)	 	Tableau Software, Inc. 2013 Equity Incentive Plan, as amended.	
		
99.2(5)	 	Forms of Option Agreement and Option Grant Notice under the 2013 Equity Incentive Plan, as amended.	
		
99.3(6)	 	Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2013 Equity Incentive Plan, as amended.	
		
99.4(7)	 	Tableau Software, Inc. 2013 Employee Stock Purchase Plan.	

(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 4.2 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.	
(4)	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.	
(5)	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.	
(6)	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.	
(7)	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.	

Exhibit 5.1

Via EDGAR
Jodie M. Bourdet
+1 415 693 2054
jbourdet@cooley.com
November 4, 2016
Tableau Software, Inc.
North 34th Street, Suite 200
Seattle, WA 98103
Ladies and Gentlemen:
We have acted as counsel to Tableau Software, Inc., a Delaware corporation (the “ Company ”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 4,392,267 shares of the Company’s Class A Common Stock, par value $0.0001 per share, including (a) 3,660,223 shares of Class A Common Stock (the “ 2013 EIP Shares ”) pursuant to the Company’s 2013 Equity Incentive Plan, as amended (the “ 2013 EIP ”) and (b) 732,044 shares of Class A Common Stock (the “ 2013 ESPP Shares ”) pursuant to the Company’s 2013 Employee Stock Purchase Plan (the “ 2013 ESPP ” and together with the 2013 EIP, the “ Plans ”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect as of the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2013 EIP Shares and the 2013 ESPP Shares, when sold and issued in accordance with the 2013 EIP and the 2013 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,
 
Cooley LLP	
		
By:	 	/s/ Jodie M. Bourdet	
	 	Jodie M. Bourdet	
 
Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-580 0
t: (415) 693-2000 f: (415) 693-2222 cooley.com

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Tableau Software, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.
/s/ PricewaterhouseCoopers LLP
Seattle, Washington
November 4, 2016