0001441683-19-000190.txt : 20191108 0001441683-19-000190.hdr.sgml : 20191108 20191108162219 ACCESSION NUMBER: 0001441683-19-000190 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191106 FILED AS OF DATE: 20191108 DATE AS OF CHANGE: 20191108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kramer Robert Charles CENTRAL INDEX KEY: 0001707249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38098 FILM NUMBER: 191204351 MAIL ADDRESS: STREET 1: 11955 DEMOCRACY DRIVE STREET 2: SUITE 1700 CITY: RESTON STATE: VA ZIP: 20190 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: 7950 JONES BRANCH DRIVE CITY: TYSONS STATE: VA ZIP: 22102 BUSINESS PHONE: 703-442-8844 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: TYSONS STATE: VA ZIP: 22102 4 1 wf-form4_157324812446587.xml FORM 4 X0306 4 2019-11-06 0 0001441683 APPIAN CORP APPN 0001707249 Kramer Robert Charles C/O APPIAN CORPORATION 7950 JONES BRANCH DRIVE TYSONS VA 22102 1 1 0 0 General Manager Class A Common Stock 2019-11-06 4 M 0 10000 0 A 10000 D Class A Common Stock 2019-11-06 4 S 0 2157 41.63 D 7843 D Class A Common Stock 2019-11-06 4 S 0 2488 42.11 D 5355 D Restricted Stock Unit 2019-11-06 4 M 0 10000 0 D Class A Common Stock 10000.0 30000 D Class B Common Stock Class A Common Stock 2448598.0 2448598 I See Footnote Each Restricted Stock Unit ("RSU") converts into Class A Common Stock on a one-for-one basis. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2018. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.93 to $41.91, 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 (3). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.93 to $42.33, 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 (4). Each 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). The RSUs were granted on October 25, 2017 and vest in five (5) equal annual installments commencing on November 5, 2018, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date. 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 (8)) (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. The reported securities are owned directly by the Robert C. Kramer Revocable Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust. /s/ Angela Patterson, Attorney-in-Fact 2019-11-08