SEC Form 4 · accession 0001209191-18-010399
APPIAN CORP · APPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:26 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 | Feb 13, 2018 | C | 2,724,202 | — | A | 2,724,202 | I | See Note 4 |
| Class A Common StockF4 | Feb 13, 2018 | J | 2,724,202 | $0.00 | D | 0 | I | See Note 4 |
| Class A Common StockF7 | Feb 13, 2018 | J | 27,242 | $0.00 | A | 27,242 | D | |
| Class A Common StockF7 | Feb 13, 2018 | J | 27,242 | $0.00 | D | 0 | D |
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 | — | Feb 13, 2018 | C | 2,724,202 | D | — | — | Class A Common Stock | 2,724,202 | 0 | 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 shares are directly held by NEA 14 and are indirectly held by the Reporting Person, the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of the Reporting Person and each of the individual directors of NEA 14 LTD (the Reporting Person, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, "Directors") together, the "NEA 14 Indirect Reporting Persons"). The Directors of NEA 14 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, David M. Mott, Scott D. Sandell, Peter W. Sonsini and Ravi Viswanathan. The NEA 14 Indirect Reporting Persons disclaim 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 NEA 14 Indirect Reporting Persons have no pecuniary interest.
- F5NEA 14 made a pro rata distribution for no consideration of an aggregate of 2,724,202 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on February 13, 2018.
- F6The Reporting Person received 27,242 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 on February 13, 2018.
- F7The shares are directly held by the Reporting Person and indirectly held by NEA 14 LTD, the sole general partner of the Reporting Person, and the Directors of NEA 14 LTD (NEA 14 LTD and the Directors of NEA 14 LTD together, the "NEA Partners 14 Indirect Reporting Persons"). The NEA Partners 14 Indirect Reporting Persons disclaim 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 Partners 14 shares in which the NEA Partners 14 Indirect Reporting Persons have no pecuniary interest.
- F8The Reporting Person made a pro rata distribution for no consideration of an aggregate of 27,242 shares of Class A Common Stock of the Issuer to its limited partners on February 13, 2018.