SEC Form 4 · accession 0001209191-18-048499

APPIAN CORP · APPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Matthew W Calkins

Officer — CEO and President · Director · 10% Owner

Period of report

Aug 23, 2018

Accepted (ET)

Aug 27, 2018 · 4:37 pm EDT

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 Stock^F2,F3,F4	Aug 23, 2018	C	200,000	—	A	200,000	I	See Footnote
Class A Common Stock^F4	Aug 23, 2018	S	200,000	$34.781	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
Class B Common Stock^F4,F2,F3	—	Aug 23, 2018	C	200,000	D	—	—	Class A Common Stock	200,000	6,974,902	I
Class B Common Stock^F5,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	21,274,710	21,274,710	I

Explanation of responses

F1Pursuant to the terms of the Class B Common Stock, the Reporting Person 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 reportable securities are owned directly by Wallingford LLC ("Wallingford"). The Reporting Person serves as the managing manager of Wallingford.
F5The reportable securities are owned directly by Calkins Family LLC (the "Family"). The Reporting Person serves as the managing manager of Family.