SEC Form 4 · accession 0001209191-17-036410
APPIAN CORP · APPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert G.W. Biddle III
Director · 10% Owner
Period of report
May 31, 2017
Accepted (ET)
May 31, 2017 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441683
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F1 | — | May 31, 2017 | C | 9,560,982 | D | — | — | Class B Common Stock | 9,560,982 | 0 | I |
| Series A Convertible Preferred StockF3,F1 | — | May 31, 2017 | C | 1,687,232 | D | — | — | Class B Common Stock | 1,687,232 | 0 | I |
| Class B Common StockF2,F1,F4,F5 | — | May 31, 2017 | C | 9,560,982 | A | — | — | Class A Common Stock | 9,560,982 | 9,560,982 | I |
| Class B Common StockF3,F1,F4,F5 | — | May 31, 2017 | C | 1,687,232 | A | — | — | Class A Common Stock | 1,687,232 | 1,687,232 | I |
Explanation of responses
- F1Each share of Series A Convertible Preferred Stock converted into one share of the Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering, and had no expiration date.
- F2The reported securities are owned directly by Novak Biddle Venture Partners V, L.P. ("NBVPV"). Novak Biddle Company V, LLC ("NBCV") is the general partner of NBVPV. The Reporting Person and E. Rogers Novak, Jr. (collectively, the "Managing Members") are the managing members of NBCV. Each of NBCV and the Managing Members disclaim beneficial ownership of all the shares owned by the NBVPV and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
- F3The reported securities are owned directly by NBCV. The Managing Members are the managing members of NBCV. The Managing Members disclaim beneficial ownership of all the shares owned by the NBCV and this report shall not be deemed an admission that they are the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
- F4Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (1) any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer's certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes or (continued to Footnote (5))
- F5(continued from Footnote (4)) (2) the death or disability, as defined in the Issuer's certificate of incorporation, of the applicable Class B common stockholder (or nine months after the date of death or disability if the stockholder is one of the Issuer's founders). In addition, on the first trading day following the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate voting power of the Issuer's then outstanding capital stock, all outstanding shares of Class B Common Stock shall convert automatically into Class A Common Stock, and no additional shares of Class B Common Stock will be issued.