SEC Form 4 · accession 0001441683-18-000097

APPIAN CORP · APPN

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

Reporting owner

Albert G.W. Biddle III

Director · 10% Owner

Period of report

Jul 1, 2018

Accepted (ET)

Jul 3, 2018 · 4:08 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	Jul 1, 2018	C	360,360	—	A	360,360	I	See Footnote
Class A Common Stock^F4	Jul 1, 2018	J	360,360	$0.00	D	0	I	See Footnote
Class A Common Stock^F2,F3,F6	Jul 1, 2018	C	2,371,242	—	A	2,371,242	I	See Footnote
Class A Common Stock^F6	Jul 1, 2018	J	2,371,242	$0.00	D	0	I	See Footnote
Class A Common Stock	Jul 1, 2018	A	483	$0.00	A	4,397	D
Class A Common Stock^F9	holding	—	—		—	2,792	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	—	Jul 1, 2018	C	360,360	D	—	—	Class A Common Stock	360,360	964,546	I
Class B Common Stock^F4,F2,F3	—	Jul 1, 2018	J	263,640	D	—	—	Class A Common Stock	263,640	700,906	I
Class B Common Stock^F9,F2,F3	—	Jul 1, 2018	J	94,380	A	—	—	Class A Common Stock	94,380	149,181	I
Class B Common Stock^F10,F2,F3	—	Jul 1, 2018	J	12,480	A	—	—	Class A Common Stock	12,480	19,727	I
Class B Common Stock^F11,F2,F3	—	Jul 1, 2018	J	12,480	A	—	—	Class A Common Stock	12,480	19,727	I
Class B Common Stock^F12,F2,F3	—	Jul 1, 2018	J	12,480	A	—	—	Class A Common Stock	12,480	19,727	I
Class B Common Stock^F6,F2,F3	—	Jul 1, 2018	C	2,371,242	D	—	—	Class A Common Stock	2,371,242	4,052,066	I
Class B Common Stock^F6,F2,F3	—	Jul 1, 2018	J	4,758	D	—	—	Class A Common Stock	4,758	4,047,308	I
Class B Common Stock^F9,F2,F3	—	Jul 1, 2018	J	2,115	A	—	—	Class A Common Stock	2,115	151,296	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.
F10The reported securities are owned directly by Southgate Partner I ("SPI"), a family trust established for the benefit of the Reporting Person's child. The Reporting Person is the trustee of SPI.
F11The reported securities are owned directly by Southgate Partner II ("SPII"), a family trust established for the benefit of the Reporting Person's child. The Reporting Person is the trustee of SPII.
F12The reported securities are owned directly by Southgate Partners III ("SPIII"), a family trust established for the benefit of the Reporting Person's child. The Reporting Person is the trustee of SPIII.
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 reported securities are owned directly by Novak Biddle Company V, LLC ("NBCV"). The Reporting Person and E. Rogers Novak, Jr. (collectively, the "Managing Members") are the managing members of NBCV. The Managing Members disclaim beneficial ownership of all the shares owned by the NBCV and this report shall not be deemed an admission that they are the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
F5Represents a pro rata distribution without additional consideration by NBCV to its partners.
F6The reported securities are owned directly by Novak Biddle Venture Partners V, L.P. ("NBVPV"). NBCV is the general partner of NBVPV and the Managing Members are the managing members of NBCV. Each of NBCV and the Managing Members disclaim beneficial ownership of all the shares owned by the NBVPV and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
F7Represents a pro rata distribution without additional consideration by NBVPV to its limited partners.
F8These shares were granted under the Issuer's 2017 Equity Incentive Plan pursuant to the Issuer's Non-Employee Director Compensation Policy approved by the Board of Directors on May 10, 2017.
F9The reported securities are owned directly by Jack Biddle, Inc. ("JBI"). The Reporting Person is the president of JBI.