SEC Form 4/A · accession 0001441683-19-000031

APPIAN CORP · APPN

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owners

E Rogers Novak Jr.

10% Owner

Novak Biddle Venture Partners V L P

10% Owner

Novak Biddle Co V, LLC

10% Owner

Period of report

Sep 28, 2018

Accepted (ET)

Feb 14, 2019 · 9:22 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 Stock^F2,F3,F4	Sep 28, 2018	C	42,054	—	A	42,054	I	See Footnote
Class A Common Stock^F4	Sep 28, 2018	J	42,054	$0.00	D	0	I	See Footnote
Class A Common Stock^F2,F3,F6	Sep 28, 2018	C	2,668,834	—	A	2,668,834	I	See Footnote
Class A Common Stock^F6	Sep 28, 2018	J	2,668,834	$0.00	D	0	I	See Footnote
Class A Common Stock^F8	Sep 28, 2018	J	891	$0.00	A	1,938	I	See Footnote
Class A Common Stock^F9	Sep 28, 2018	J	297	$0.00	A	646	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	—	Sep 28, 2018	C	42,054	D	—	—	Class A Common Stock	42,054	658,852	I
Class B Common Stock^F11,F4,F2,F3	—	Sep 28, 2018	J	658,852	D	—	—	Class A Common Stock	658,852	0	I
Class B Common Stock^F8,F2,F3	—	Sep 28, 2018	J	111,052	A	—	—	Class A Common Stock	111,052	267,325	I
Class B Common Stock^F9,F2,F3	—	Sep 28, 2018	J	37,015	A	—	—	Class A Common Stock	37,015	89,102	I
Class B Common Stock^F6,F2,F3	—	Sep 28, 2018	C	2,668,834	D	—	—	Class A Common Stock	2,668,834	1,383,232	I
Class B Common Stock^F11,F6,F2,F3	—	Sep 28, 2018	J	4,758	D	—	—	Class A Common Stock	4,758	1,378,474	I

Explanation of responses

F1Pursuant to the terms of the Class B Common Stock, the Reporting Persons converted shares of Class B Common Stock into shares of Class A Common Stock.
F10Represents a pro rata distribution without additional consideration by NBCV to its members.
F11On October 2, 2018, the Reporting Persons filed a Form 4, which inadvertently excluded the distribution of certain shares of the Issuer's Class B Common Stock (the "Distributed Shares"). This amendment corrects the exclusion of the Distributed Shares. This Form 4 amendment amends and restates the Form 4 filed by the Reporting Persons on October 2, 2018 in its entirety.
F12Represents a pro rata distribution without additional consideration by NBVPV to its limited partners only, and not to its general partner NBCV, NH or IRA.
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"). A.G.W. Biddle III 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 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 members, excluding Novak Holdings, LLC ("NH") and Wells Fargo Bank NA FBO E.R. Nojak Jr MGD IRA ("IRA").
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 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 only, and not to its general partner NBCV.
F8The reported securities are owned directly by NH. Mr. Novak is the sole general member of NH.
F9The reported securities are owned directly by IRA. Mr. Novak has sole voting and dispositive power of these shares.