0001193125-16-733880.txt : 20161007 0001193125-16-733880.hdr.sgml : 20161007 20161007165755 ACCESSION NUMBER: 0001193125-16-733880 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20161007 DATE AS OF CHANGE: 20161007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Apptio Inc CENTRAL INDEX KEY: 0001419625 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 261175252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89653 FILM NUMBER: 161928502 BUSINESS ADDRESS: STREET 1: 11100 NE 8TH STREET STREET 2: SUITE 600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-453-5861 MAIL ADDRESS: STREET 1: 11100 NE 8TH STREET STREET 2: SUITE 600 CITY: BELLEVUE STATE: WA ZIP: 98004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gupta Sachin CENTRAL INDEX KEY: 0001685044 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 11100 NE 8TH ST #600 CITY: BELLEVUE STATE: WA ZIP: 98004 SC 13D 1 d237512dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

 

Apptio, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

03835C108

(CUSIP Number)

Sachin Gupta

Apptio, Inc.

11100 NE 8th Street, Suite 600

Bellevue, WA 98004

(866) 470-0320

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 28, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 03835C108  

 

  1.   

NAMES OF REPORTING PERSONS

 

Sachin Gupta

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

5,976,833

     8.   

SHARED VOTING POWER

 

0

     9.   

SOLE DISPOSITIVE POWER

 

5,976,833

   10.   

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,976,833

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.3%

14.  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Apptio, Inc., a Delaware corporation (the “Issuer”), having its principal executive offices located at 11100 NE 8th Street, Suite 600 Bellevue, WA 98004.

 

Item 2. Identity and Background

 

  (a) This Schedule 13D is filed by Sachin Gupta (the “Reporting Person”).

 

  (b) The address of the principal business office of the Reporting Person is 11100 NE 8th Street, Suite 600 Bellevue, WA 98004.

 

  (c) The Reporting Person is the president, chief executive officer and a member of the board of directors of the Issuer.

 

  (d) During the five years prior to the date hereof, the Reporting Person has not been convicted in a criminal proceeding.

 

  (e) During the five years prior to the date hereof, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

 

  (f) The Reporting Person is a U.S. Citizen.

 

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person’s beneficial ownership of Class A Common Stock includes 5,344,833 shares of Class B common stock, par value $0.0001 per share, of the Issuer (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) acquired in connection with the Issuer’s initial public offering of its Class A Common Stock, which closed on September 28, 2016, of which 3,844,833 shares are held by the Reporting Person directly and 1,500,000 shares are held by the Reporting Person indirectly through Sachin Gupta, Trustee of the PG GRAT of 2016 dated July 19, 2016. In connection with the Issuer’s initial public offering, shares of equity securities beneficially owned by the Reporting Person were converted into shares of Class B Common Stock on a one-for-one basis. Shares of Class B Common Stock are convertible at any time, at the holder’s election, into Class A Common Stock on a one-for-one basis.

The Reporting Person’s beneficial ownership of Class A Common Stock also includes 632,000 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of the date hereof, of which 567,541 shares are scheduled to vest as of such date, subject to the Reporting Person’s continued service. These options are governed by the Issuer’s 2011 Executive Equity Incentive Plan (the “2011 Plan”) and were granted in connection with the Reporting Person’s service as an officer of the Issuer. No additional consideration was paid by the Reporting Person in connection with the receipt of such options.

 

Item 4. Purpose of Transaction

As described in Item 3 above, the shares of Class A Common Stock beneficially owned by the Reporting Person were acquired in connection with the Issuer’s initial public offering. The Reporting Person is a co-founder and the president, chief executive officer and a member of the board of directors of the Issuer. Prior to the Issuer’s initial public offering, the Reporting Person beneficially owned approximately 18.7% of the equity securities of the Issuer.

The Reporting Person has no present plans or proposals for disposition of the shares beneficially owned by him or for acquisition of additional shares. The Reporting Person, however, expects to evaluate on a continuing basis his goals and objectives, other business opportunities available to him, and general economic and equity market conditions, as well as the Issuer’s business operations and prospects. Based on such evaluations, the Reporting Person may change his plans and intentions and may determine to sell or otherwise dispose of some or all of the shares beneficially owned by him or to acquire additional shares. In addition, the Reporting Person may, from time to time, transfer shares beneficially owned by him for tax or other economic planning purposes.

Except as set forth in this Schedule 13D, the Reporting Person does not have any present plans which relate to or would result in:

 

  (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

  (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

  (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

  (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

  (e) Any material change in the present capitalization or dividend policy of the Issuer;

 

  (f) Any other material change in the Issuer’s business or corporate structure;

 

  (g) Any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

  (h) A class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

  (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

  (j) Any action similar to any of those enumerated above.

Pursuant to the terms of a Lock-Up Agreement between the Reporting Person and the underwriters of the Issuer’s initial public offering (the “Lock-Up Agreement”), the Reporting Person is restricted from selling any shares of Class B Common Stock, or Class A Common Stock issued upon conversion of Class B Common Stock, for a period of 180 days beginning September 22, 2016, unless otherwise agreed to by the underwriters. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, as amended, included as Exhibit 7.1 and Exhibit 7.2 attached hereto.

 

Item 5. Interest in Securities of the Issuer

 

  (a) As of the date of this report, the Reporting Person beneficially owns 5,976,833 shares of Class A Common Stock. As noted above, the number of shares beneficially owned by the Reporting Person includes 5,344,833 shares of Class A Common Stock issuable upon conversion of 5,344,833 shares of Class B Common Stock and 632,000 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of the date hereof. The Reporting Person’s holdings represent approximately 15.4% of the Issuer’s Class A Common Stock.1 Each share of Class B Common Stock entitles the holder to 10 votes for each share of Class A Common Stock, and shares of Class A and Class B Common Stock vote together as a single class in all matters submitted to a vote of stockholders. The Reporting Person beneficially owns shares representing approximately 18.3% of the total voting power of the combined voting classes of the capital stock of the Issuer.

 

  (b) As of the date of this report, the Reporting Person has the sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of 5,976,833 shares of Class A Common Stock beneficially owned by him.

 

  (c) Except as disclosed in Item 3 and Item 5, the Reporting Person has not effected any transactions with respect to the shares of Class A Common Stock beneficially held by him during the past sixty (60) days.

 

  (d) Not applicable.

 

  (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Person is the president and chief executive officer of the Issuer and is a member of the Issuer’s board of directors and, accordingly, may have the ability to effect and influence control of the Issuer.

The Reporting Person is a party to the Amended and Restated Investors’ Rights Agreement dated as May 3, 2013, by and among the Issuer and certain investors of the Issuer (the “Rights Agreement”). Beginning six months following the Issuer’s initial public offering, various parties to the Rights Agreement have the right to demand that the Issuer use its best efforts to file a registration

 

1 

Based upon 38,185,839 shares of Class A Common Stock deemed outstanding, including 6,900,000 shares of Class A Common Stock issued in connection with the Issuer’s initial public offering and 31,285,839 shares of Class A Common Stock upon conversion of the outstanding shares of Class B Common Stock, as reported in the Issuer’s final prospectus dated September 22, 2016, filed under Rule 424(b)(5), included in the Registration Statement on Form S-1 (File No. 333-213334), filed August 26, 2016, as amended on September 12, 2016 (the “Registration Statement”).

statement for the registration of the offer and sale of at least such number of shares as will result in anticipated offering proceeds in excess of $10 million. In addition, at any time after the Issuer is qualified to file a registration statement on Form S-3, various parties to the Rights Agreement have the right to demand that the Issuer file a registration statement on Form S-3 so long as the aggregate number of shares to be offered and sold equals at least $1.0 million. If the Issuer proposes to register the offer and sale of any of its securities either for its own account or for the account of other stockholders, various parties to the Rights Agreement have the right, subject to certain exceptions, to include their shares in such registration statement. The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, as amended, included as Exhibit 4.2 and Exhibit 4.3 to the Registration Statement.

Pursuant to the terms of the Lock-Up Agreement, the Reporting Person is restricted from selling any shares of the Class B Common Stock, or Class A Common Stock issued upon conversion of the Class B Common Stock, for a period of 180 days beginning September 28, 2016, unless otherwise agreed to by the underwriters.

The Reporting Person is also a party to stock option agreements under the 2011 Plan. In October 2011, the Reporting Person received a stock option exercisable for 450,000 shares of Class B Common Stock at a price of $2.39 per share, all of which are exercisable within 60 days of the date hereof. In April 2014, the Reporting Person received a stock option exercisable for 182,000 shares of Class B Common Stock at a price of $11.46 per share, all of which are exercisable within 60 days of the date hereof and 117,541 shares of which are vested as of such date.

Other than the agreements and relationships between the Reporting Persons described in Item 5 above in this Item 6, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit
Number		    Title    Incorporation by Reference  
          Form      File No.      Exhibit      Filing Date  
7.1    Form of Lock-Up Agreement*            
7.2    Form of Amendment to Lock-Up Agreement*            
7.3    Form of Stock Option Grant Notice and Stock Option Agreement under the 2011 Executive Equity Incentive Plan, as amended      S-1         333-213334         10.18         August 26, 2016   
7.4    Amended and Restated Investors’ Rights Agreement, dated May 3, 2013, by and among the registrant and the investors and founders named therein      S-1         333-213334         4.2         August 26, 2016   
7.5    Amendment to the Amended and Restated Investors’ Rights Agreement, dated October 11, 2013      S-1         333-213334         4.2         August 26, 2016   

 

* Filed herewith.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 7, 2016

      
     

/s/ Sachin Gupta

      Sachin Gupta
 EX-7.1 2 d237512dex71.htm EX-7.1 EX-7.1

Exhibit 7.1

Apptio, Inc.

Lock-Up Agreement

[Date]

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

                   Incorporated

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

 

  Re: Apptio, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Apptio, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. If the undersigned is an officer or director of the issuer, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering. In addition, the undersigned agrees that, without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any of the Undersigned’s Shares.

 

- 1 -

The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 180 days after the public offering date set forth on the final prospectus (the “Prospectus”) used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement.

Notwithstanding the foregoing, the undersigned may (a) transfer the Undersigned’s Shares:

i.    to the Underwriters pursuant to the Underwriting Agreement;

ii.    acquired in open market transactions after the completion of the Public Offering;

iii.    as a bona fide gift or charitable contribution;

iv.    to an immediate family member or a trust for the direct or indirect benefit of the undersigned or such immediate family member of the undersigned;

v.    by will or intestacy; provided, however that, if required, any public report or filing under Section 16 of the Exchange Act of 1934, as amended (the “Exchange Act”) shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares by will or intestacy;

vi.    pursuant to a domestic relations order, divorce decree or court order; provided, however that, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares pursuant to a domestic relations order, divorce decree or court order;

vii.    limited partners, general partners, members, stockholders or holders of similar equity interests, or other business entity that controls, is controlled by or managed by or is under common control with the undersigned;

viii.    if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

ix.    to the Company in connection with the repurchase of the Undersigned’s Shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company; provided, however that, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares in connection with the repurchase of the Undersigned’s Shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company;

x.    through the disposition or forfeiture of the Undersigned’s Shares to the Company to satisfy any income, employment or tax withholding and remittance obligations of the undersigned or the employer of the undersigned in connection with the vesting of restricted stock, restricted stock units or other incentive awards settled in Shares held by the undersigned, provided that such restricted stock, restricted stock units or other incentive awards were granted under a stock incentive plan, stock purchase plan or pursuant to a contractual employment arrangement described in the Prospectus and were outstanding as of the date of the Prospectus; provided, however that, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares through the disposition or forfeiture of the Undersigned’s Shares to the Company to satisfy any income, employment or tax withholding and remittance obligations of the undersigned or the employer of the undersigned in connection with the vesting of restricted stock, restricted stock units or other incentive awards settled in Shares held by the undersigned;

 

- 2 -

xi.    to the Company through the exercise of a stock option granted under a stock incentive plan or stock purchase plan described in the Prospectus by the undersigned, and the receipt by the undersigned from the Company of shares of the Company’s Common Stock upon such exercise, insofar as such option is outstanding as of the date of the Prospectus and the exercise period for such option expires during the Lock-Up Period, provided that the underlying Shares shall continue to be subject to the restrictions on transfer set forth in this letter agreement and, provided, further that, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to a lock-up agreement with the Underwriters;

xii.    pursuant to a merger, consolidation or other similar transaction involving a Change of Control of the Company and approved by the Company’s board of directors, provided that, in the event that such Change of Control transaction is not completed, this clause (a)(xii) shall not be applicable and the Undersigned’s Shares shall remain subject to the restrictions contained in this letter agreement; or

xiii.    with the prior written consent of each of Goldman, Sachs & Co. and J.P. Morgan Securities LLC on behalf of the Underwriters.

or (b) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the Undersigned’s Shares, provided that (i) such plan does not provide for the transfer of Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of the Undersigned’s Shares may be made under such plan during the Lock-Up Period.

In addition, in the case of clauses (a)(iii) - (viii) above, it shall be a condition to such transfer that each transferee, donee or distributee sign and deliver a lock up letter substantially in the form of this letter; and, provided, further that (A) in the case of clauses (a)(ii), (iii), (iv), (vii) and (viii) above, no filing under Section 16(a) of the Exchange Act (other than a required Form 5 filing that includes a statement indicating the reason for such transfer and is filed after the 45th day following the Public Offering Date) or other public announcement, reporting a reduction in beneficial ownership of the Undersigned’s Shares, shall be required or shall be voluntarily made during the Lock-Up Period and (B) in the case of clauses (a)(v), (vi), (ix) and (x) above, (1) no filing under Section 16(a) of the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of the Undersigned’s Shares, shall be required or shall be voluntarily made during the period commencing on the Public Offering Date and ending on the 45th day after the Public Offering Date; and (2) no filing under Section 16(a) of the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of the Undersigned’s Shares, shall be voluntarily made during the Lock-Up Period.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold at least 50% of the outstanding voting securities of the Company (or the surviving entity) and for the avoidance of doubt, the Public Offering is not a Change of Control.

 

- 3 -

The undersigned now has, and, except as contemplated by clauses (a) and (b) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, (i) Goldman, Sachs & Co. and J.P. Morgan Securities LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Goldman, Sachs & Co. and J.P. Morgan Securities LLC will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Goldman, Sachs & Co. and J.P. Morgan Securities LLC hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement will automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of (i) prior to the execution of the Underwriting Agreement, the Company advises the Representatives in writing that it has determined not to proceed with the Public Offering, (ii) the Company files an application to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the Shares to be sold thereunder, or (iv) June 30, 2016, in the event that the Underwriting Agreement has not been executed by such date; provided, however, that the Representatives or the Company may, by written notice to you prior to such date, extend such date for a period of up to three additional months.

The undersigned and the Representatives hereby consent to receipt of this letter agreement in electronic form and understand and agree that this letter agreement may be signed electronically. In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this letter agreement (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this letter agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.

The undersigned understands that the Company and the Underwriters are relying upon this letter agreement in proceeding toward consummation of the offering. The undersigned further understands that this letter agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

[signature page follows]

 

- 4 -

Very truly yours,

 

Name of Security Holder (Print exact name)
By:  

 

  Signature
If not signing in an individual capacity:

 

Name of Authorized Signatory (Print)

 

Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature Page to Lock-Up Agreement]

EX-7.2 3 d237512dex72.htm EX-7.2 EX-7.2

Exhibit 7.2

AMENDMENT TO

APPTIO, INC. LOCK-UP AGREEMENT

This Amendment (this “Amendment”), dated as of [Date], amends that certain lock-up agreement (the “Lock-Up Agreement”) executed by the undersigned for the benefit of Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the several underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), in connection with the proposed initial public offering of common stock of Apptio, Inc. (the “Company”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning given to such terms in the Lock-Up Agreement.

In exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned desires to amend and restate the paragraph immediately preceding the penultimate paragraph of the Lock-Up Agreement to read in its entirety as follows:

Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement will automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of (i) prior to the execution of the Underwriting Agreement, the Company advises the Representatives in writing that it has determined not to proceed with the Public Offering, (ii) the Company files an application to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the Shares to be sold thereunder, or (iv) December 31, 2016, in the event that the Underwriting Agreement has not been executed by such date; provided, however, that the Representatives or the Company may, by written notice to you prior to such date, extend such date for a period of up to three additional months.

Except as expressly provided in the preceding paragraph, the Lock-Up Agreement shall remain in full force and effect without modification thereof until terminated or earlier amended in accordance with its terms.

[Remainder of Page is Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

 

 

Name of Security Holder (Print exact name)
By:  

 

  Signature
If not signing in an individual capacity:

 

Name of Authorized Signatory (Print)

 

Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature Page to Amendment to Lock-Up Agreement]