SEC Form 4 · accession 0001441683-18-000103
APPIAN CORP · APPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Charles Kramer
Officer — General Manager · Director
Period of report
Jul 2, 2018
Accepted (ET)
Jul 5, 2018 · 7:35 am 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 StockF2,F3 | Jul 2, 2018 | C | 3,500 | — | A | 7,500 | D | |
| Class A Common StockF5 | Jul 2, 2018 | S | 3,500 | $33.49 | D | 4,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F6 | $7.50 | Jul 2, 2018 | M | 3,500 | D | — | Apr 8, 2026 | Class B Common Stock | 3,500 | 24,500 | D |
| Class B Common StockF2,F3 | — | Jul 2, 2018 | M | 3,500 | A | — | — | Class A Common Stock | 3,500 | 3,500 | D |
| Class B Common StockF2,F3 | — | Jul 2, 2018 | C | 3,500 | D | — | — | Class A Common Stock | 3,500 | 0 | D |
| Class B Common StockF7,F8,F2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 2,537,598 | 2,537,598 | 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 8, 2017 and modified on March 6, 2018.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $34.95, inclusive. The Reporting Person undertakes to provide to Appian Corporation, any security holder of Appian Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (5).
- F6Fully vested.
- F7This holding was inadvertently omitted from the Form 4s filed by the Reporting Person with the Securities and Exchange Commission on March 1, 2018, March 5, 2018 and May 9, 2018.
- F8The reported securities are owned directly by The Robert C. Kramer Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust.