UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 91, 2019

Tableau Software, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-35925	47-0945740
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1621 North 34th Street Seattle, Washington		98103
(Address of principal executive offices)		(Zip Code)

(206) 633-3400

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.0001		DATA		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Class A Common Stock, par value $0.0001

DATA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On August 1, 2019, salesforce.com, inc., a Delaware corporation (“Salesforce”), completed the previously announced acquisition of Tableau Software, Inc., a Delaware corporation (“Tableau”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 9, 2019, by and among Salesforce, Tableau and Sausalito Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Salesforce (the “Purchaser”).

OnAs ~~June 9,~~previously ~~2019~~disclosed, ~~Tableau~~pursuant ~~Software, Inc.,~~to ~~a Delaware corporation (~~the ~~“Company”) entered into an Agreement and Plan of~~ Merger ~~(the “Merger~~ Agreement~~”) with salesforce.com~~, ~~inc.,~~on ~~a Delaware corporation (“salesforce”) and Sausalito Acquisition Corp.~~July 3, ~~a Delaware corporation and a wholly owned subsidiary of salesforce (“Purchaser”). The Merger Agreement provides that~~2019, ~~upon~~ the ~~terms and subject to the conditions thereof, as promptly as practicable (but in no event more than twenty (20) business days following the date of the Merger Agreement),~~ Purchaser ~~will~~commenced ~~commence~~ an exchange offer (the “Offer”) to ~~purchase~~acquire ~~each~~all of the issued and outstanding ~~share~~shares of Class A common stock, par value $0.0001 ~~par value~~ per share, of ~~the Company~~Tableau (“Tableau Class A Common Stock,” and such shares, “Tableau Class A Shares”), and Class B common stock, par value $0.0001 ~~par value~~ per share, of ~~the~~Tableau ~~Company~~ (“Tableau Class B Common Stock,” and ~~together~~such ~~with Class A Common Stock~~shares, “~~Company~~Tableau ~~Common~~Class B ~~Stock~~Shares,”) ~~for 1.103~~and ~~(the~~Tableau ~~“Exchange~~Class B ~~Ratio”~~Common orStock ~~the~~together ~~“Offer~~with ~~Consideration”)~~Tableau ~~shares~~Class A ofCommon ~~salesforce common stock~~Stock, ~~par value $0.001 per share (~~“~~salesforce~~Tableau Common Stock,”). ~~Promptly following the completion of the Offer, upon the terms~~ and ~~subject~~ tosuch ~~the~~shares ~~conditions~~“Tableau ~~of the Merger Agreement~~Shares”), ~~Purchaser will be merged~~ with ~~and~~each ~~into~~Tableau ~~the~~Share ~~Company,~~accepted ~~with~~by the ~~Company~~Purchaser ~~surviving~~in ~~as a wholly owned subsidiary of salesforce (~~the ~~“Merger”).~~Offer ~~The~~to ~~Merger Agreement contemplates that the Merger will~~ be ~~effected~~exchanged ~~pursuant~~for to1.103 ~~Section 251(h)~~shares of ~~the~~common ~~Delaware General Corporation Law~~stock, ~~which~~par ~~permits~~value ~~completion~~$0.001 ofper ~~the~~share, ~~Merger without a vote~~ of ~~the~~Salesforce ~~holders~~(“Salesforce ~~of Company~~ Common Stock”) ~~upon~~plus ~~the~~cash ~~acquisition~~in bylieu ~~Purchaser~~ of aany ~~majority~~fractional ofshares ~~the aggregate voting power~~ of ~~Company~~Salesforce Common Stock~~. At the effective time of the Merger (the “Effective Time”)~~, ~~each~~without ~~share of Company Common Stock~~interest, ~~other~~and ~~than~~subject ~~the~~to ~~shares~~reduction ~~accepted~~ for ~~payment~~any inapplicable ~~the~~withholding ~~Offer~~taxes ~~and certain shares held by the Company~~(together, ~~salesforce~~ ~~or their respective subsidiaries, will be cancelled and converted into~~ the ~~right~~“Transaction ~~to receive the Offer~~ Consideration”). ~~Holders of Company Common Stock will receive cash in lieu of fractional shares.~~

The ~~Merger~~Offer ~~Agreement~~expired ~~provides~~at ~~that~~midnight, Eastern Time, at the ~~Effective~~end ~~Time,~~of ~~(1)~~July ~~all~~31, ~~options~~2019 (~~whether~~the ~~vested~~“Expiration ~~or unvested~~Time”). ~~relating~~The todepositary ~~Company Common Stock held by any former employee will be cancelled~~ and ~~the~~exchange ~~holders~~agent ~~will~~for ~~be entitled to receive~~ the Offer ~~Consideration~~has inadvised ~~respect~~that, ~~of each “net share” covered by such option (~~as ~~determined~~of ~~in accordance with~~ the ~~formula~~Expiration ~~in the Merger Agreement)~~Time, ~~less applicable~~a ~~withholding~~total of ~~taxes~~49,138,989 ~~(2)~~Tableau Class ~~all~~A ~~restricted~~Shares ~~stock~~and ~~units~~10,348,127 ~~held~~Tableau byClass B ~~any~~Shares ~~director~~had ofbeen ~~the~~validly ~~Company~~tendered ~~will be cancelled~~ and ~~the~~not ~~holders~~validly ~~will~~withdrawn bepursuant ~~entitled~~ to ~~receive~~ the Offer, ~~Consideration in respect~~ of ~~each~~which ~~share~~Tableau ofShares ~~Company~~represented ~~Common~~approximately ~~Stock~~68.0% ~~covered by~~of ~~such~~the ~~restricted~~aggregate ~~stock~~voting ~~unit,~~power ~~(3) all~~of ~~options~~Tableau ~~and~~Shares ~~restricted~~outstanding ~~stock~~immediately ~~units~~after ~~relating to Company Common Stock held by current Company employees will be assumed by Purchaser and converted into corresponding awards relating to salesforce Common Stock in accordance with~~ the ~~terms~~consummation ~~set~~of ~~forth in~~ the ~~Merger~~Offer. ~~Agreement~~On ~~and (4)~~August ~~all~~1, ~~performance~~2019, ~~stock~~the ~~units~~Purchaser ~~relating~~accepted tofor ~~Company~~exchange ~~Common~~all ~~Stock~~Tableau ~~held~~Shares byvalidly ~~current~~tendered ~~Company employees will be assumed by Purchaser~~ and ~~converted~~not atvalidly ~~target~~withdrawn ~~into~~pursuant ~~restricted stock units relating~~ to ~~salesforce Common Stock in accordance with~~ the ~~terms set forth in the Merger Agreement~~Offer.

~~Under~~On ~~the terms of the Merger Agreement~~August 1, ~~Purchaser’s~~ ~~obligation to accept and pay for shares of Company Common Stock that are tendered in the Offer is subject to customary conditions~~2019, ~~including,~~pursuant ~~among others, (i) the condition that, prior~~ to the ~~expiration~~terms of the ~~Offer,~~Merger ~~there have~~Agreement ~~been validly tendered~~ and ~~not~~in ~~validly~~accordance ~~withdrawn~~with ~~a number of shares of Company Common Stock that, upon the consummation of the Offer (assuming that shares of Class~~Section ~~B Common Stock validly tendered~~ 251(~~and not validly withdrawn~~h) ~~will convert into shares~~ of ~~Class A~~the ~~Common~~General ~~Stock~~Corporation ~~upon~~Law ~~the consummation~~ of the ~~Offer),~~State ~~together with shares~~ of ~~the Company Common Stock then owned by salesforce and Purchaser (if any)~~Delaware, ~~would represent at least a majority of~~ the ~~aggregate~~Purchaser ~~voting~~merged ~~power~~with ofand ~~the Company~~into ~~Common~~Tableau ~~Stock outstanding immediately after the consummation of the Offer~~ (the “~~Minimum Condition~~Merger”);, ~~(ii)~~with ~~the~~Tableau ~~expiration~~continuing oras ~~termination of~~ the ~~required~~surviving ~~waiting~~corporation ~~period~~and ~~under~~an ~~the~~indirect ~~Hart-Scott-Rodino~~wholly ~~Antitrust~~owned ~~Improvements~~subsidiary ~~Act~~ of ~~1976, as~~Salesforce. ~~amended,~~In ~~and~~ the ~~receipt of all other required pre-closing approvals~~Merger, ~~consents~~each orTableau ~~clearances~~Share ~~under~~that ~~antitrust~~was ~~laws~~issued ofand ~~certain~~outstanding ~~specified~~immediately ~~jurisdictions;~~prior ~~(iii) the effectiveness of a registration statement on Form S-4 filed by salesforce registering the salesforce Common Stock~~ to ~~be issued in connection with~~ the ~~Offer~~effective ~~and~~time ~~the Merger; (iv) the accuracy~~ of the ~~Company’s representations and warranties in the~~ Merger ~~Agreement, subject to specified materiality qualifications;~~ (~~v) compliance by~~ the ~~Company~~“Effective ~~with~~Time”) ~~its covenants in the Merger Agreement in all material respects;~~ (~~vi) the~~other ~~absence~~than of any ~~changes~~shares that ~~have~~were ~~(or~~excluded ~~would~~pursuant ~~reasonably be expected~~ to ~~have) a material adverse effect on~~ the ~~financial~~terms ~~condition, business, or operations~~ of the ~~Company~~Merger ~~and its subsidiaries taken as a whole (subject to customary carveouts~~Agreement) ~~that~~at ~~is continuing as of immediately prior to~~ the ~~expiration~~Effective ofTime ~~the Offer;~~was ~~(vii) the~~converted ~~absence~~into ~~of legal restraints prohibiting~~ the ~~consummation~~right ofto ~~the~~receive ~~transactions; and (viii)~~ the ~~approval~~Transaction ~~of shares of salesforce Common Stock for listing on the NYSE~~Consideration.

The ~~Merger~~foregoing ~~Agreement~~descriptions ~~contains~~of ~~representations~~the Offer, ~~warranties~~the ~~and~~Merger ~~covenants for both salesforce~~ and the ~~Company~~Merger ~~that~~Agreement ~~are~~in ~~customary~~this ~~for~~Item a2.01 ~~transaction~~do ofnot ~~this nature,~~purport ~~including~~to ~~among~~be ~~others,~~complete ~~the~~and ~~covenant~~are ~~regarding~~qualified ~~the~~in ~~conduct of~~ their ~~respective~~entirety ~~businesses~~by ~~during~~reference to the ~~pendency~~full text of the ~~transactions~~Merger Agreement, ~~public~~a ~~disclosures~~copy ~~and~~of ~~the~~which ~~use~~was offiled ~~reasonable~~as ~~best~~Exhibit ~~efforts~~2.1 to ~~cause~~Tableau’s ~~the~~Current ~~conditions~~Report toon ~~the~~Form ~~transaction~~8-K, tofiled ~~be satisfied.~~with Inthe ~~addition,~~Securities ~~the~~and ~~Company~~Exchange ~~has~~Commission ~~agreed~~(the to“SEC”) ~~certain~~on ~~non-solicitation~~June 10, ~~obligations~~2019, ~~related~~and tois ~~alternative~~incorporated ~~acquisitions~~herein ~~proposals~~by reference.

The ~~Merger~~information ~~Agreement~~set ~~provides~~forth certain termination rights for both salesforce and the Company and further provides that a termination fee of $552 million will be payable by the Company to salesforce upon termination of the Merger Agreement under certain circumstances, including in ~~the~~Items ~~circumstance~~5.01 ~~where the board of directors of the Company (subject to the terms~~ and ~~conditions~~5.03 of ~~the~~this ~~Merger~~Current ~~Agreement)~~Report ~~effects~~on aForm ~~change~~8-K ofis ~~recommendation~~incorporated toby ~~enter~~reference into athis ~~transaction~~Item ~~agreement in respect of a “superior proposal~~2.”01.

~~The~~Item ~~foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2~~3.~~1 hereto and is incorporated by reference herein~~01. ~~The~~Notice ~~Merger~~of ~~Agreement~~Delisting ~~has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about salesforce, Purchaser~~ or ~~the~~Failure Company. In particular, the representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to~~, the~~ ~~Merger~~Satisfy ~~Agreement,~~a ~~may~~Continuing beListing ~~subject~~Rule to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure letters made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or atStandard; ~~any~~Transfer ~~other time, and investors should not rely on them as statements~~ of ~~fact~~Listing. ~~These confidential disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement.~~

~~Concurrently~~Before ~~with~~market ~~the~~open ~~execution~~on ~~of the Merger Agreement~~August 1, ~~Christian~~ ~~Chabot~~2019, ~~Christopher~~in ~~Stolte~~connection ~~and~~with ~~Patrick Hanrahan (collectively,~~ the ~~“Stockholders”),~~consummation ~~entered~~of ~~into a Letter Agreement (~~the ~~“Letter~~Offer ~~Agreement”) with Parent~~ and ~~Purchaser, pursuant to which~~ the ~~Stockholders agreed~~Merger, ~~among other~~Tableau ~~things,~~(i) notified ~~to convert all of~~ the ~~Stockholders’~~New ~~shares~~York ~~of Class B Common~~ Stock ~~into~~Exchange ~~shares~~(“NYSE”) of ~~Class A~~the ~~Common~~consummation ~~Stock,~~of ~~subject to~~ the ~~terms~~Merger and ~~conditions~~(ii) requested ofthat ~~the~~NYSE ~~Letter~~file ~~Agreement,~~with ~~including receipt from~~ the ~~salesforce~~SEC of a ~~notice specifying~~Form ~~that~~25 ~~all~~Notification of ~~the~~Removal ~~conditions~~from toListing ~~the Offer have been either satisfied~~ and/or ~~waived~~Registration byto ~~salesforce~~delist and ~~Purchaser~~deregister ~~(for~~Tableau ~~purposes~~Class A ofShares ~~this~~under ~~notice,~~Section 12(b) ~~the satisfaction~~ of the ~~Minimum~~Securities ~~Condition~~Exchange ~~will~~Act beof ~~tested~~1934, ~~assuming~~as ~~that~~amended ~~all~~(the ~~shares~~“Exchange ofAct”). ~~Company~~ Tableau Class BA ~~Common~~Shares ~~Stock~~ceased oftrading ~~all~~on ~~Stockholders~~NYSE ~~are~~prior ~~converted~~to ~~into~~open ~~Company~~of ~~Class A~~trading ~~Common~~on ~~Stock~~August 1, ~~and~~2019. ~~tendered~~Tableau ~~prior~~also intends to ~~the~~file ~~expiration~~with of the ~~Offer).~~SEC ~~The~~a ~~Letter~~Form ~~Agreement~~15 ~~terminates~~requesting ~~upon~~that ~~certain~~Tableau’s ~~events,~~reporting ~~including~~obligations ~~the~~under ~~Effective~~Section 13 ~~Time~~and or15(d) ~~the termination~~ of the ~~Merger~~Exchange ~~Agreement~~Act inbe ~~accordance with its terms~~suspended. The ~~Stockholders~~information ~~have~~set ~~also~~forth ~~conveyed~~in toItem ~~both~~2.01 ~~the~~of ~~Company~~this ~~and~~Current ~~salesforce~~Report ~~that~~on ~~they~~Form ~~intend~~8-K tois ~~tender~~incorporated by reference into ~~the~~this ~~Offer~~Item 3.01.

Item 3.03.

Material Modification to Rights of Security Holders.

As a result of the Merger, each Tableau Share that was issued and outstanding immediately prior to the Effective Time (other than any shares that were excluded pursuant to the terms of the Merger Agreement and other than Tableau Shares tendered into the Offer and accepted by Purchaser) at the Effective Time was converted into the right to receive the Transaction Consideration. Accordingly, at the Effective Time, Tableau’s stockholders immediately before the Effective Time ceased to have any rights in Tableau as stockholders, other than their right to receive the Transaction Consideration. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Change in Control of Registrant.

At the Effective Time, the Purchaser merged with and into Tableau, with Tableau continuing as the surviving corporation and an indirect wholly owned subsidiary of Salesforce. As a result, a change of control of Tableau occurred. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, upon the consummation of the Merger, Adam Selipsky became the sole director of Tableau. In connection therewith, each of Patrick Hanrahan, Christopher Stolte, Christian Chabot, William Bosworth, Elliott Jurgensen, Jr., Hilarie Koplow-McAdams, Gerri Martin-Flickinger, John McAdam and Brooke Seawell tendered their respective resignations as directors from the board of directors of Tableau and from all committees of the board of directors of Tableau on which such directors served, effective as of the Effective Time. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation and by-laws attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K became the certificate of incorporation and by-laws of Tableau. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
ExhibitNo.			Description of Exhibit
2.1*		Agreement and Plan of Merger, dated as of June 9, 2019, by and among salesforce.com, inc., Sausalito Acquisition Corp. and Tableau Software, Inc.
	2.1		Agreement and Plan of Merger, dated as of June 9, 2019, by and among salesforce.com, inc., Sausalito Acquisition Corp. and Tableau Software, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Tableau Software, Inc. with the Securities and Exchange Commission on June 10, 2019)
	3.1		Amended and Restated Certificate of Incorporation of Tableau Software, Inc., dated as of August 1, 2019
	3.2		Amended and Restated By-laws of Tableau Software, Inc., dated as of August 1, 2019

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

Additional Information and Where to Find It

The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the Company, salesforce or Purchaser will file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the exchange offer is commenced, salesforce and Purchaser will file a tender offer statement on Schedule TO, salesforce will file a registration statement on Form S-4 and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents will be made available to all of the Company’s stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free on the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by salesforce will be available free of charge under the Financials heading of the Investor Relations section of salesforce’s website at www.salesforce.com/investor. Copies of the documents filed with the SEC by the Company will be available free of charge under the SEC filings heading of the Investors section of the Company’s website at investors.tableau.com/.

Forward-Looking Statements

This communication contains forward-looking information related to the Company and the acquisition of the Company by salesforce that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Company’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; salesforce’s ability to successfully integrate the Company’s operations; salesforce’s ability to implement its plan, forecasts and other expectations with respect to the Company’s business after the completion of the transaction and realize expected synergies; the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of the Company’s shares being validly tendered into the exchange offer to meet the minimum condition; the Company’s ability to secure regulatory approvals on the terms expected in a timely manner or at all; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including new market entrants and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Company’s products and services and customer response to the Company’s subscription offerings; ability to attract, integrate and retain qualified personnel; the Company’s ability to protect its intellectual property rights and develop its brand; the ability to develop new services and product features; other business effects, including the effects of industry, market, economic, political or regulatory conditions, including expenditure trends for business analytics and productivity tools; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including those related to the provision of services on the Internet, those related to accessing the Internet and those addressing data privacy and import and export controls; future business combinations or disposals; and the uncertainties inherent in research and development.

Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov. These documents are available under the SEC filings heading of the Investors section of the Company’s website at investors.tableau.com/.

The forward-looking statements included in this communication are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TABLEAU SOFTWARE, INC. By: /s/ Keenan M. Conder Keenan M. Conder Executive Vice President, General ~~Counseland~~Counsel and Corporate Secretary

Date: ~~June~~August 101, 2019

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