APPIAN CORP — Capital/Financing Update 2017

Nov 13, 2017

CORRESP 1 filename1.htm Underwriter Acceleration Request

November 13, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:
Registration Statement on Form S-1
File No. 333-221517
Acceleration Request
Requested Date:	Wednesday, November 15, 2017
Requested Time:	4:30 p.m., Eastern Standard Time

Ladies and Gentlemen:

Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “ Securities Act ”), we, the representatives of the underwriters (the “ Representatives ”), wish to advise you that, as of today at 4:00 p.m. Eastern Standard Time, 0 copies of the Preliminary Prospectus of Appian Corporation, a Delaware corporation (the “ Registrant ”), dated November 13, 2017 were distributed as follows by the underwriters:

• 0 copies to prospective underwriters/dealers;

• 0 copies to institutional and other investors; and

• 0 copies to others, including the Registrant, the Registrant’s counsel, independent accountants and underwriters’ counsel.

We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Standard Time on November 15, 2017, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.

[ Signature Page Follows ]

Very truly yours, M ORGAN S TANLEY & C O . LLC G OLDMAN S ACHS & C O . LLC B ARCLAYS C APITAL I NC .
As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement
M ORGAN S TANLEY & C O . LLC
By:	/s/ Ray Yousefian
	Name: Ray Yousefian
	Title: Vice President
G OLDMAN S ACHS & C O . LLC
By:	/s/ Raffael Fiumara
	Name: Raffael Fiumara
	Title: Vice President
B ARCLAYS C APITAL I NC .
By:	/s/ Victoria Hale
	Name: Victoria Hale
	Title: Vice President

cc:

Matthew Calkins, Chief Executive Officer and Chairman of the Board

Mark Lynch, Chief Financial Officer

Christopher Winters, Esq., General Counsel

Appian Corporation

Mark R. Fitzgerald, Esq.

Michael C. Labriola, Esq.

Mark G.C. Bass, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Nicole Brookshire, Esq.

Eric Jensen, Esq.

Richard Segal, Esq.

Mark Ballantyne, Esq.

Cooley LLP

[ Signature Page to Underwriter Acceleration Request ]