SEC Form 4 · accession 0000899243-19-001087
Apptio Inc · APTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sachin Gupta
Officer — See Remarks · Director · 10% Owner
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 StockF1,F2,F3 | Jan 10, 2019 | D | 3,994,833 | — | D | 0 | D | |
| Class A Common StockF3,F4 | Jan 10, 2019 | D | 307,357 | — | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5,F6,F7 | $14.31 | Jan 10, 2019 | D | 400,000 | D | — | Nov 6, 2025 | Common Stock | 400,000 | 0 | D |
| Stock Option (right to buy)F8,F9,F10 | $14.04 | Jan 10, 2019 | D | 54,400 | D | — | May 13, 2027 | Common Stock | 54,400 | 0 | D |
| Stock Option (right to buy)F11,F12 | $2.39 | Jan 10, 2019 | D | 182,000 | D | — | Dec 20, 2021 | Common Stock | 182,000 | 0 | D |
| Stock Option (right to buy)F13,F14 | $11.46 | Jan 10, 2019 | D | 182,000 | D | — | Jun 18, 2024 | Common Stock | 182,000 | 0 | D |
Explanation of responses
- F1Includes 127,000 unvested restricted stock units that represent contingent rights to receive 127,000 shares of the Issuer's Class A Common Stock upon settlement 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").
- F101/4th 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.
- F11Includes 182,000 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, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
- F121/4th of the shares subject to the option became vested and exercisable on December 20, 2011 and 1/16th of the remaining shares vested quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date. The option became fully vested and exercisable on December 20, 2015.
- F13Includes 182,000 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, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
- F141/4th of the shares subject to the option became vested and exercisable on June 18, 2014 and 1/16th of the remaining shares vested quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date. The option became fully vested and exercisable on June 18, 2018.
- F2Includes 30,380 unvested performance restricted stock units that represent contingent rights to receive 30,380 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.
- F3Disposed of pursuant to the in exchange for a cash payment of $38.00 per share pursuant to the Merger Agreement.
- F4These shares were held of record by FutureZ Irrevocable Trust 16.
- F5Includes 245,831 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.
- F6Includes 154,169 unvested options, which were cancelled and automatically converted into the right to received $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.
- F71/8th of the shares subject to the option became 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 became 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.
- F8Includes 20,400 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, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.
- F9Includes 34,000 unvested options, which were cancelled and automatically converted into the right to received $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.
Remarks
President and Chief Executive Officer