APPIAN CORP — Director's Dealing 2017

May 25, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2017-05-24

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (7006178)		Indirect
Class B Common Stock	$		Class A Common Stock (21018540)		Indirect
Series A Convertible Preferred Stock	$		Class B Common Stock (168724)		Indirect
Series A Convertible Preferred Stock	$		Class B Common Stock (506170)		Indirect
Employee Stock Option (Right to Buy)	$9.46	2026-07-20	Class B Common Stock (1828080)		Direct
Employee Stock Option (Right to Buy)	$12.00	2027-04-25	Class B Common Stock (100)		Direct

Footnotes

F1: 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 (2))

F2: (continued from Footnote (1))(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.

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

F4: The reportable securities are owned directly by Calkins Family LLC (the "Family"). The Reporting Person serves as the managing manager of Family.

F5: Each share of Series A Convertible Preferred Stock is convertible at any time at the option of the holder into one share of Class B Common Stock, has no expiration date and will convert into shares of Class B Common Stock upon the closing of the Issuer's initial public offering.

F6: This option will vest and become exercisable upon the occurrence of (a) a change of control in which the value per share of the Class A common stock is equal or greater than $28.38 and/or (b) the Class A common stock trades at or above $28.38 for a period equal to or greater than ninety (90) calendar days following the closing of the initial public offering.

F7: This option will vest in five equal annual installments commencing on April 25, 2018 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.