SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MOHAN RAVI

(Last)

(First)

(Middle)

11100 NE 8TH STREET, SUITE 600

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽⁴⁾	182,143	⁽²⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽⁴⁾	1,509,095	⁽²⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽⁴⁾	1,044,211	⁽²⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽⁴⁾	223,253	⁽²⁾	I	See footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽⁴⁾	11,022	⁽²⁾	I	See footnote⁽¹⁾
Stock Option (right to buy)	⁽³⁾	11/05/2025	Class B Common Stock⁽⁴⁾	30,000	$14.31	D

Explanation of Responses:

1. These shares are held by Shasta Ventures, L.P. Shasta Ventures GP, LLC is the general partner of Shasta Ventures, L.P. Mr. Mohan is a managing member of Shasta Ventures GP, LLC. Mr. Mohan disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

2. These shares of Preferred Stock have no expiration date or conversion price and will automatically convert to shares of the issuer's Class B Common Stock immediately prior to the closing of the issuer's initial public offering on a 1-for-1 basis.

3. 1/3rd of the shares subject to the option shall become vested on September 29, 2017 and 1/36th of the shares subject to the option shall vest monthly thereafter for the next 24 months. The option is subject to an early exercise right and may be exercised in full prior to the vesting of the shares underlying the option, subject to the issuer's right of repurchase.

4. Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1-for-1 basis and has no expiration date.

Remarks:

	John Morrow, attorney-in-fact	09/22/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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