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APPIAN CORP Director's Dealing 2017

May 31, 2017

17838_dirs_2017-05-31_2f495971-4e3d-4313-aef7-2b636b33f21e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2017-05-31

Reporting Person: Calkins Matthew W (Director, CEO and President, 10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-31 Series A Convertible Preferred Stock $ C 168724 Disposed Class B Common Stock (168724) Indirect
2017-05-31 Series A Convertible Preferred Stock $ C 506170 Disposed Class B Common Stock (506170) Indirect
2017-05-31 Class B Common Stock $ C 168724 Acquired Class A Common Stock (168724) Indirect
2017-05-31 Class B Common Stock $ C 506170 Acquired Class A Common Stock (506170) Indirect

Footnotes

F1: Each share of Series A Convertible Preferred Stock converted into one share of the Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering, and had no expiration date.

F2: The reportable securities are owned directly by Wallingford LLC ("Wallingford"). The Reporting Person serves as the managing manager of Wallingford.

F3: The reportable securities are owned directly by Calkins Family LLC (the "Family"). The Reporting Person serves as the managing manager of Family.

F4: 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 (5))

F5: (continued from Footnote (4)) (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.