SEC Form 4 · accession 0000899243-19-001085

Apptio Inc · APTI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John C Morrow

Officer — See Remarks

Period of report

Jan 10, 2019

Accepted (ET)

Jan 11, 2019 · 9:36 pm EST

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 Stock^F1,F2,F3	Jan 10, 2019	D	50,630	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4,F5,F6	$13.55	Jan 10, 2019	D	2,084	D	—	Feb 19, 2025	Common Stock	2,084	D
Stock Option (right to buy)^F7,F8,F9	$13.99	Jan 10, 2019	D	1,563	D	—	May 6, 2025	Common Stock	1,563	D
Stock Option (right to buy)^F10,F11	$14.31	Jan 10, 2019	D	3,341	D	—	Nov 5, 2025	Common Stock	3,341	D
Stock Option (right to buy)^F12,F13,F11	$14.31	Jan 10, 2019	D	7,133	D	—	Nov 5, 2025	Common Stock	7,133	D
Stock Option (right to buy)^F14,F15	$14.04	Jan 10, 2019	D	4,038	D	—	May 12, 2027	Common Stock	4,038	D
Stock Option (right to buy)^F16,F17	$12.64	Jan 10, 2019	D	2,084	D	—	Sep 29, 2024	Common Stock	2,084	D
Stock Option (right to buy)^F16,F18	$13.55	Jan 10, 2019	D	1,562	D	—	Feb 19, 2025	Common Stock	1,562	D
Stock Option (right to buy)^F16,F19	$13.99	Jan 10, 2019	D	937	D	—	May 6, 2025	Common Stock	937	D
Stock Option (right to buy)^F20,F21,F22	$14.31	Jan 10, 2019	D	7,451	D	—	Nov 5, 2025	Common Stock	7,451	D
Stock Option (right to buy)^F23,F24,F22	$14.31	Jan 10, 2019	D	14,889	D	—	Nov 5, 2025	Common Stock	14,889	D
Stock Option (right to buy)^F25,F26,F15	$14.04	Jan 10, 2019	D	18,169	D	—	May 12, 2027	Common Stock	18,169	D

Explanation of responses

F1Includes 43,280 unvested restricted stock units that represent contingent rights to receive 43,280 shares of Issuer's Class A Common Stock and which were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the merger agreement between Apptio, Inc., Bellevue Parent, LLC, and Bellevue Merger Sub, Inc. (the "Merger" Agreement").
F10Consists of unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F111/8th of the shares subject to the option shall be come vested and exercisable on May 1, 2017 and 1/96th of the shares subject to the option shall vest monthly thereafter for the next 36 months. 1/8th of the shares subject to the option shall become vested and exercisable on September 29, 2017 and 1/96th of the shares subject to the option vest monthly thereafter for the next 36 months.
F12Includes 730 vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F13Includes 6,403 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F14Consists of unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F151/4th of the shares subject to the option became vested and exercisable on May 15, 2018 and 1/16th of the remaining shares vest quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date.
F16Consists of vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F171/4th of the shares subject to the option became vested and exercisable on September 22, 2015 and 1/48th of the shares subject to the option vest monthly thereafter.
F181/4th of the shares subject to the option became vested and exercisable on April 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.
F191/4th of the shares subject to the option became vested and exercisable on May 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.
F2Includes 7,350 unvested performance restricted stock units that represent contingent rights to receive 7,350 shares of Issuer's Class A Common Stock and which were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F20Includes 2,187 vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F21Includes 5,264 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F221/8th of the shares subject to the option shall be come vested and exercisable on May 1, 2017 and 1/96th of the shares subject to the option shall vest monthly thereafter for the next 36 months. 1/8th of the shares subject to the option shall become vested and exercisable on September 29, 2017 and 1/96th of the shares subject to the option vest monthly thereafter for the next 36 months.
F23Includes 2,917 vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F24Includes 11,972 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F25Includes 2,019 vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F26Includes 16,150 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
F3Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $38.00 per share.
F4Includes 1,563 options which vested solely as a result of the consummation of the Merger Agreement, which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.
F5Includes 521 vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F61/4th of the shares subject to the option became vested and exercisable on April 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.
F7Includes 1,250 options which vested solely as a result of the consummation of the Merger Agreement, which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.
F8Includes 313 vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.
F91/4th of the shares subject to the option became vested and exercisable on May 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.

Remarks

Executive Vice President, Corporate Development, General Counsel and Secretary