SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pick Christopher

(Last)

(First)

(Middle)

11100 NE 8TH STREET, SUITE 600

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Apptio Inc [ APTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/10/2019		D		111,822⁽¹⁾⁽²⁾	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$13.55	01/10/2019		D			1,563⁽⁴⁾	⁽⁵⁾	02/19/2025	Common Stock	1,563⁽⁴⁾	⁽⁴⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			7,931⁽⁴⁾	⁽⁶⁾	11/05/2025	Common Stock	7,931⁽⁴⁾	⁽⁴⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			3,341⁽⁴⁾	⁽⁷⁾	05/26/2026	Common Stock	3,341⁽⁴⁾	⁽⁴⁾	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			5,100⁽⁴⁾	⁽⁸⁾	05/12/2027	Common Stock	5,100⁽⁴⁾	⁽⁴⁾	0	D
Stock Option (right to buy)	$11.46	01/10/2019		D			27,019⁽⁹⁾	⁽¹⁰⁾	06/17/2024	Common Stock	27,019⁽⁹⁾	⁽⁹⁾	0	D
Stock Option (right to buy)	$13.55	01/10/2019		D			18,003⁽⁹⁾	⁽⁵⁾	02/19/2025	Common Stock	18,003⁽⁹⁾	⁽⁹⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			61,339⁽¹¹⁾⁽¹²⁾	⁽⁶⁾	11/05/2025	Common Stock	61,339⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			36,659⁽¹³⁾⁽¹⁴⁾	⁽⁷⁾	05/26/2026	Common Stock	36,659⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			35,700⁽¹⁵⁾⁽¹⁶⁾	⁽⁸⁾	05/12/2027	Common Stock	35,700⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁵⁾⁽¹⁶⁾	0	D

Explanation of Responses:

1. Includes 58,750 unvested restricted stock units that represent contingent rights to receive 58,750 shares of the Issuer's Class A Common Stock upon settlement and which were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the merger agreement between Apptio, Inc., Bellevue Parent, LLC, and Bellevue Merger Sub, Inc. (the "Merger Agreement").

2. Includes the 11,270 unvested performance restricted stock units that represent contingent rights to receive 11,270 shares of the Issuer's Class A Common Stock upon settlement and which were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

3. Disposed of pursuant to the merger agreement between Apptio, Inc., Bellevue Parent, LLC, and Bellevue Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $38.00 per share.

4. Consists of unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes.

5. 1/4th of the shares subject to the option became vested and exercisable on April 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.

6. 1/8th of the shares subject to the option shall become vested and exercisable on May 1, 2017 and 1/96th of the shares subject to the option shall vest monthly thereafter for the next 36 months. 1/8th of the shares subject to the option shall become vested and exercisable on September 29, 2017 and 1/96th of the shares subject to the option shall vest monthly thereafter for the next 36 months.

7. 1/4th of the shares subject to the option shall become vested and exercisable on May 1, 2017 and 1/48th of the shares subject to the option shall vest monthly thereafter.

8. 1/4th of the shares subject to the option became vested and exercisable on May 15, 2018 and 1/16th of the remaining shares vest quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date.

9. Consists of vested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

10. 1/4th of the shares subject to the option became vested and exercisable on April 1, 2015 and 1/48th of the shares subject to the option vest monthly thereafter.

11. Includes 42,290 vested options, which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

12. Includes 19,049 unvested options, which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

13. Includes 26,666 vested options, which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

14. Includes 9,993 unvested options, which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

15. Includes 15,300 vested options, which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

16. Includes 20,400 unvested options, which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the merger.

Remarks:

	/s/ John Morrow Attorney-in-Fact for Christopher Pick	01/11/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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