SEC Form 4 · accession 0001441683-19-000051
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
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 4:06 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | Mar 5, 2019 | S | 4,000 | $36.00 | D | 64,000 | D | |
| Class A Common StockF4 | Mar 6, 2019 | M | 85,310 | $0.00 | A | 149,310 | D | |
| Class A Common StockF6 | Mar 6, 2019 | S | 34,847 | $35.56 | D | 114,463 | D | |
| Class A Common Stock | Mar 6, 2019 | S | 100 | $36.17 | D | 114,363 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF7,F8 | — | Mar 6, 2019 | M | 85,310 | D | — | — | Class A Common Stock | 85,310 | 0 | D |
| Class B Common StockF11,F9,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 2,448,598 | 2,448,598 | I |
Explanation of responses
- F1Sale of shares effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 8, 2017, as amended.
- F10(continued from Footnote (7)) (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.
- F11The reported securities are owned directly by the Trust. The Reporting Person is the sole trustee and beneficiary of the Trust.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.75 to $36.06, 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 (2).
- F3Includes 64,000 shares previously held through the Robert C. Kramer Revocable Trust (the "Trust") that were transferred to the Reporting Person on February 21, 2019 and are now owned directly.
- F4Each Restricted Stock Unit ("RSU") converts into Class A Common Stock on a one-for-one basis.
- F5Sale of shares solely to cover taxes, commissions and fees due upon vesting of RSUs.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.10 to $36.05, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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).
- F7Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock (or its cash equivalent, at the discretion of the Issuer).
- F8The RSUs were granted on December 6, 2018, and vested on March 5, 2019.
- F9Each 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 (8))