SEC Form 4 · accession 0001209191-17-036418
APPIAN CORP · APPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Charles Kramer
Officer — General Manager · Director
Period of report
May 31, 2017
Accepted (ET)
May 31, 2017 · 4:17 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 | 120,000 | D | — | — | Class B Common Stock | 120,000 | 0 | I |
| Class B Common StockF2,F1,F3,F4 | — | May 31, 2017 | C | 120,000 | A | — | — | Class A Common Stock | 120,000 | 2,620,000 | 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 The Robert C. Kramer Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust.
- F3Each 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 (4))
- F4(continued from Footnote (3)) (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.