SEC Form 4 · accession 0001441683-17-000045
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
Nov 20, 2017
Accepted (ET)
Nov 21, 2017 · 8:32 am 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 | 250,000 | — | A | 250,000 | I | See Footnote |
| Class A Common StockF4 | Nov 20, 2017 | S | 250,000 | $19.49 | 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 StockF4,F2,F3 | — | Nov 20, 2017 | C | 250,000 | D | — | — | Class A Common Stock | 250,000 | 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 Calkins Family LLC (the "Family"). The Reporting Person serves as the managing manager of Family.