SEC Form 4 · accession 0001209191-17-062088
APPIAN CORP · APPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Forest Baskett
10% Owner
Period of report
Nov 20, 2017
Accepted (ET)
Nov 21, 2017 · 4:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3,F4 | Nov 20, 2017 | C | 2,820,516 | — | A | 2,820,516 | I | See Note 4 |
| Class A Common StockF4 | Nov 20, 2017 | S | 2,820,516 | $19.49 | D | 0 | I | See Note 4 |
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 StockF4,F2,F3 | — | Nov 20, 2017 | C | 2,820,516 | D | — | — | Class A Common Stock | 2,820,516 | 3,293,822 | I |
Explanation of responses
- F1Pursuant to the terms of the Class B Common Stock, New Enterprise Associates 14, L.P. ("NEA 14") converted shares of Class B Common Stock into shares of Class A Common Stock.
- F2Each 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 (3))
- F3(continued from Footnote (2)) (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.
- F4The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of NEA 14, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.