SEC Form 4 · accession 0001441683-19-000021

APPIAN CORP · APPN

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

Reporting owner

Christopher Winters

Officer — General Counsel

Period of report

Feb 7, 2019

Accepted (ET)

Feb 8, 2019 · 5:23 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
Class A Common Stock^F2,F3	Feb 7, 2019	C	2,757	—	A	9,657	D
Class A Common Stock	Feb 7, 2019	S	2,757	$35.00	D	6,900	D
Class A Common Stock^F2,F3	Feb 8, 2019	C	17,243	—	A	24,143	D
Class A Common Stock^F5	Feb 8, 2019	S	17,243	$35.04	D	6,900	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	$7.03	Feb 7, 2019	M	2,757	D	—	Nov 17, 2025	Class B Common Stock	2,757	137,243	D
Class B Common Stock^F2,F3	—	Feb 7, 2019	M	2,757	A	—	—	Class A Common Stock	2,757	2,757	D
Class B Common Stock^F2,F3	—	Feb 7, 2019	C	2,757	D	—	—	Class A Common Stock	2,757	0	D
Employee Stock Option (Right to Buy)^F6	$7.03	Feb 8, 2019	M	17,243	D	—	Nov 17, 2025	Class B Common Stock	17,243	120,000	D
Class B Common Stock^F2,F3	—	Feb 8, 2019	M	17,243	A	—	—	Class A Common Stock	17,243	17,243	D
Class B Common Stock^F2,F3	—	Feb 8, 2019	C	17,243	D	—	—	Class A Common Stock	17,243	0	D

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 September 7, 2018.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.18, 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).
F6This option vested with respect to one-fifth of the shares subject to this option on November 17, 2016 with the remaining shares subject to this option vesting in four equal annual installments commencing on November 17, 2017 and on the next three anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date.