0001193125-18-317330.txt : 20181102 0001193125-18-317330.hdr.sgml : 20181102 20181102170806 ACCESSION NUMBER: 0001193125-18-317330 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181102 DATE AS OF CHANGE: 20181102 GROUP MEMBERS: ABDIEL CAPITAL ADVISORS, LP GROUP MEMBERS: ABDIEL CAPITAL MANAGEMENT, LLC GROUP MEMBERS: ABDIEL CAPITAL, LP GROUP MEMBERS: COLIN T. MORAN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90007 FILM NUMBER: 181157944 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13D/A 1 d645326dsc13da.htm AMENDMENT NO. 22 TO SCHEDULE 13D AMENDMENT NO. 22 TO SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 22)*

 

 

Appian Corporation

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03782L101

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

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

November 1, 2018

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 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. 03782L101   Page 2 of 8 Pages

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Qualified Master Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

6,650,971

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

6,650,971

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,650,971

12.  

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

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.6%(1)(2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Based on 28,123,250 shares of Class A common stock, $0.0001 par value per share, outstanding as of October 29, 2018, as reported in Appian Corporation’s (the “Issuer”) Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 1, 2018.

(2)

Represents approximately 1.7% of the total voting power of all outstanding shares of Class A and Class B common stock.

CUSIP No. 03782L101   Page 3 of 8 Pages

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

236,838

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

236,838

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

236,838

12.  

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

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%(1)(2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Based on 28,123,250 shares of Class A common stock outstanding as of October 29, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 1, 2018.

(2)

Represents approximately 0.06% of the total voting power of all outstanding shares of Class A and Class B common stock.

CUSIP No. 03782L101    Page 4 of 8 Pages

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

6,887,809(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

6,887,809(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,887,809(1)

12.  

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

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.5%(2)(3)

14.  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Consists of 6,650,971 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 236,838 shares of Class A common stock held by Abdiel Capital, LP.

(2)

Based on 28,123,250 shares of Class A common stock outstanding as of October 29, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 1, 2018.

(3)

Represents approximately 1.8% of the total voting power of all outstanding shares of Class A and Class B common stock.

CUSIP No. 03782L101    Page 5 of 8 Pages

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital Advisors, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

6,887,809(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

6,887,809(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,887,809(1)

12.  

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

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.5%(2)(3)

14.  

TYPE OF REPORTING PERSON

 

PN, IA

 

(1)

Consists of 6,650,971 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 236,838 shares of Class A common stock held by Abdiel Capital, LP.

(2)

Based on 28,123,250 shares of Class A common stock outstanding as of October 29, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 1, 2018.

(3)

Represents approximately 1.8% of the total voting power of all outstanding shares of Class A and Class B common stock.

CUSIP No. 03782L101   Page 6 of 8 Pages

 

  1.   

NAME OF REPORTING PERSONS

 

Colin T. Moran

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

6,887,809(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

6,887,809(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,887,809(1)

12.  

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

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.5%(2)(3)

14.  

TYPE OF REPORTING PERSON

 

IN

 

(1)

Consists of 6,650,971 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 236,838 shares of Class A common stock held by Abdiel Capital, LP.

(2)

Based on 28,123,250 shares of Class A common stock outstanding as of October 29, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 1, 2018.

(3)

Represents approximately 1.8% of the total voting power of all outstanding shares of Class A and Class B common stock.

CUSIP No. 03782L101   Page 7 of 8 Pages

AMENDMENT NO. 22 TO SCHEDULE 13D

This Amendment No. 22 (“Amendment No. 22”) amends and supplements the Schedule 13D filed on June 12, 2017 (the “Original Schedule 13D”) as amended by Amendment No. 1 thereto on June 27, 2017 (“Amendment No. 1”), Amendment No. 2 thereto on June 29, 2017 (“Amendment No. 2”), Amendment No. 3 thereto on July 3, 2017 (“Amendment No. 3”), Amendment No. 4 thereto on July 7, 2017 (“Amendment No. 4”), Amendment No. 5 thereto on July 12, 2017 (“Amendment No. 5”), Amendment No. 6 thereto on July 31, 2017 (“Amendment No. 6”), Amendment No. 7 thereto on October 26, 2017 (“Amendment No. 7”), Amendment No. 8 thereto on November 20, 2017 (“Amendment No. 8”), Amendment No. 9 thereto on November 30, 2017 (“Amendment No. 9”), Amendment No. 10 thereto on December 12, 2017 (“Amendment No. 10”), Amendment No. 11 thereto on December 15, 2017 (“Amendment No. 11”), Amendment No. 12 thereto on February 23, 2018 (“Amendment No. 12”), Amendment No. 13 thereto on March 20, 2018 (“Amendment No. 13”), Amendment No. 14 thereto on March 27, 2018 (“Amendment No. 14”), Amendment No. 15 thereto on April 25, 2018 (“Amendment No. 15”), Amendment No. 16 thereto on April 30, 2018 (“Amendment No. 16”), Amendment No. 17 thereto on August 3, 2018 (“Amendment No. 17”), Amendment No. 18 thereto on August 24, 2018 (“Amendment No. 18”), Amendment No. 19 thereto on October 5, 2018 (“Amendment No. 19”), Amendment No. 20 thereto on October 15, 2018 (“Amendment No. 20”) and Amendment No. 21 thereto on October 31, 2018 (“Amendment No. 21” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19 and Amendment No. 20, the “Schedule 13D”), relating to the shares of Class A common stock, $0.0001 par value per share (the “Common Stock”), of Appian Corporation (the “Issuer”). This Amendment No. 22 is being filed to reflect a change in the Reporting Persons’ beneficial ownership percentages, resulting from an increase in the number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 1, 2018. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 21 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 21 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On November 1, 2018, the Reporting Persons acquired an aggregate amount of 1,200 shares of the Common Stock for the account of Abdiel Qualified Master Fund, LP for aggregate consideration of approximately $30,000 (including commissions). The source of funds used to acquire the 1,200 shares of Common Stock was the working capital of Abdiel Qualified Master Fund, LP.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof as follows:

(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 22.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 22 and Item 2(c) of the Schedule 13D.

Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:

(c) Information with respect to all transactions in the Common Stock which were effected by each of the Reporting Persons since the filing of Amendment No. 21 is set forth on Exhibit V attached hereto and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented by adding the following:

Exhibit V – Information with respect to Transactions Effected Since the Filing of Amendment No. 21*

 

*

Filed herewith

CUSIP No. 03782L101   Page 8 of 8 Pages

SIGNATURES

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

Dated: November 2, 2018

 

ABDIEL QUALIFIED MASTER FUND, LP

By:

  

Abdiel Capital Management, LLC,

its General Partner

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

 

ABDIEL CAPITAL, LP

By:

  

Abdiel Capital Management, LLC,

its General Partner

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

 

ABDIEL CAPITAL MANAGEMENT, LLC

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

 

ABDIEL CAPITAL ADVISORS, LP

By:

  

Abdiel Capital Partners, LLC,

its General Partner

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

 

COLIN T. MORAN

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Individually

 EX-99.V 2 d645326dex99v.htm EXHIBIT V EXHIBIT V

EXHIBIT V

Information with respect to Transactions Effected Since the Filing of Amendment No. 21 to the Schedule 13D

All of the below transactions in the Common Stock were traded in the ordinary course over The NASDAQ Global Market.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP and effected the below transactions.

 

Transaction Date                                

    Transaction
Type		      Amount of
Securities		      Price Per
Share		  

11/1/2018

      Purchase        1,200      $ 25.21(1)  

 

 

(1)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.03 to $25.25. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.