0001209191-18-010404.txt : 20180215 0001209191-18-010404.hdr.sgml : 20180215 20180215162747 ACCESSION NUMBER: 0001209191-18-010404 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180213 FILED AS OF DATE: 20180215 DATE AS OF CHANGE: 20180215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASKETT FOREST CENTRAL INDEX KEY: 0001277631 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38098 FILM NUMBER: 18618067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPIAN CORP CENTRAL INDEX KEY: 0001441683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 541956084 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11955 DEMOCRACY DRIVE STREET 2: SUITE 1700 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-442-8844 MAIL ADDRESS: STREET 1: 11955 DEMOCRACY DRIVE STREET 2: SUITE 1700 CITY: RESTON STATE: VA ZIP: 20190 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-13 1 0001441683 APPIAN CORP APPN 0001277631 BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Class A Common Stock 2018-02-13 4 C 0 2724202 A 2724202 I See Note 4 Class A Common Stock 2018-02-13 4 J 0 2724202 0.00 D 0 I See Note 4 Class A Common Stock 2018-02-13 4 J 0 27242 0.00 A 27242 I See Note 7 Class A Common Stock 2018-02-13 4 J 0 27242 0.00 D 0 I See Note 7 Class A Common Stock 2018-02-13 4 J 0 13621 0.00 A 13621 I See Note 10 Class A Common Stock 2018-02-13 4 J 0 13621 0.00 D 0 I See Note 10 Class A Common Stock 2018-02-13 4 J 0 8949 0.00 A 8949 I See Note 13 Class A Common Stock 2018-02-13 4 J 0 1352 0.00 A 1352 I See Note 15 Class A Common Stock 2018-02-13 4 J 0 4946 0.00 A 13895 I See Note 13 Class A Common Stock 2018-02-13 4 J 0 679 0.00 A 2031 I See Note 15 Class B Common Stock 2018-02-13 4 C 0 2724202 0.00 D Class A Common Stock 2724202 0 I See Note 4 Pursuant to the terms of the Class B Common Stock, New Enterprise Associates 14, L.P. ("NEA 14") converted shares of Class B Common Stock into shares of Class A Common Stock. Each 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)) (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. The Reporting Person is a director of NEA 14 GP, LTD, ("NEA 14 GP") which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of NEA 14, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest. NEA 14 made a pro rata distribution for no consideration of an aggregate of 2,724,202 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on February 13, 2018. NEA Partners 14 received 27,242 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 on February 13, 2018. The Reporting Person is a director of NEA 14 GP, the sole general partner of NEA Partners 14. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 14 in which the Reporting Person has no pecuniary interest. NEA Partners 14 made a pro rata distribution for no consideration of an aggregate of 27,242 shares of Class A Common Stock of the Issuer to its limited partners on February 13, 2018. NEA 14 Manager Fund, L.P. received 13,621 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 on February 13, 2018. The Reporting Person is a director of NEA 14 GP, the sole general partner of NEA 14 Manager Fund, L.P. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 14 Manager Fund, L.P. in which the Reporting Person has no pecuniary interest. NEA 14 Manager Fund, L.P. made a pro rata distribution for no consideration of an aggregate of 13,621 shares of Class A Common Stock of the Issuer to its limited partners on February 13, 2018. New Enterprise Associates, LLC ("NEA LLC") received 8,949 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 14 on February 13, 2018. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest. Forest Baskett III and Kathy W. McKay, as Trustees of the Baskett-McKay Family Trust dtd 3/12/14 (the "Baskett Trust") received 1,352 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 14 on February 13, 2018. The securities are held directly by the Baskett Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of such portion of the shares of Class A Common Stock of the Issuer held by the Baskett Trust in which the Reporting Person has no pecuniary interest. NEA LLC received 4,946 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 Manager Fund, L.P. on February 13, 2018. The Baskett Trust received 679 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 Manager Fund, L.P. on February 13, 2018. /s/ Sasha Keough, attorney-in-fact 2018-02-15