SEC Form 4 · accession 0000899243-18-012802
Apptio Inc · APTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew S McIlwain
Director
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 9:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419625
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | May 10, 2018 | C | 2,049,786 | $0.00 | A | 2,049,786 | I | See footnote |
| Class A Common StockF1 | May 10, 2018 | J | 1,000,000 | $0.00 | D | 1,049,786 | I | See footnote |
| Class A Common StockF7 | May 10, 2018 | J | 25,318 | $0.00 | A | 48,941 | D | |
| Class A Common StockF9 | May 10, 2018 | J | 9,484 | $0.00 | A | 18,691 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2 | $0.00 | May 10, 2018 | C | 2,049,786 | D | — | — | Class A Common Stock | 2,049,786 | 0 | I |
| Stock Option (right to buy)F4 | $14.31 | May 10, 2018 | J | 30,000 | D | — | Nov 5, 2025 | Class B Common Stock | 30,000 | 0 | D |
| Stock Option (right to buy)F4 | $14.31 | May 10, 2018 | J | 30,000 | A | — | Nov 5, 2025 | Class A Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1Prior to the Distribution (defined below), includes 1,971,044 shares held by Madrona Venture Fund III, L.P.("Madrona III") and 78,742 shares held by Madrona Venture Fund III-A, L.P. ("Madrona III-A"). Following the Distribution, includes 1,009,457 shares held by Madrona III and 40,329 shares held by Madrona III-A. Matthew McIlwain (who is a director of the issuer and files separate section 16(a) reports) is a managing director of the various entities affiliated with Madrona. Madrona Investment Partners III, L.P. is the general partner of Madrona III and Madrona III-A. Mr. McIlwain disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F2The Company's Class B Common Stock automatically converted to Class A Common Stock on May 10, 2018, which is the date the Class B Common Stock ceased to represent at least 25% of the Issuer's outstanding common stock, as established in the Issuer's Amended and Restated Certificate of Incorporation.
- F3In connection with the conversion described in footnote (2), outstanding options to purchase Class B Common Stock issued under the Issuer's 2011 Executive Equity Incentive Plan and 2007 Stock Plan remain unchanged, except that they now represent a right to buy shares of the Issuer's Class A Common Stock.
- F41/3rd of the shares subject to the option shall become vested on September 29, 2017 and 1/36th of the shares subject to the option shall vest monthly thereafter for the next 24 months. The option is subject to an early exercise right and may be exercised in full prior to the vesting of the shares underlying the option, subject to the issuer's right of repurchase.
- F5Represents a pro rata distribution for no consideration to the limited partners and general partners of Madrona III and Madrona III-A (the "Distribution").
- F6Acquisition by the reporting person, who is a Managing Director of the various entities affiliated with Madrona, pursuant to the Distribution.
- F7Includes 8,685 RSUs that represent contingent rights to receive 8,685 shares of the Issuer's Class A Common Stock upon settlement.
- F8Acquisition by the McIlwain Family GST Trust, pursuant to the Distribution.
- F9Held by the McIlwain Family GST Trust.