APPIAN CORP — Director's Dealing 2018

Dec 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2018-12-12

Reporting Person: Novak Biddle Co V, LLC (10% Owner)
Reporting Person: Novak Biddle Venture Partners V L P (10% Owner)
Reporting Person: Novak E Rogers JR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-12	Class A Common Stock	C	17203	—	Acquired	17203	Indirect
2018-12-12	Class A Common Stock	J	17203	—	Disposed	0	Indirect
2018-12-12	Class A Common Stock	C	1240131	—	Acquired	1240131	Indirect
2018-12-12	Class A Common Stock	J	1240131	—	Disposed	0	Indirect
2018-12-12	Class A Common Stock	J	364	—	Acquired	2302	Indirect
2018-12-12	Class A Common Stock	J	121	—	Acquired	767	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-12	Class B Common Stock	$	C	17203	Disposed		Class A Common Stock (17203.0)	Indirect
2018-12-12	Class B Common Stock	$	J	121140	Disposed		Class A Common Stock (121140.0)	Indirect
2018-12-12	Class B Common Stock	$	J	45429	Acquired		Class A Common Stock (45429.0)	Indirect
2018-12-12	Class B Common Stock	$	J	15142	Acquired		Class A Common Stock (15142.0)	Indirect
2018-12-12	Class B Common Stock	$	C	1240131	Disposed		Class A Common Stock (1240131.0)	Indirect

Footnotes

F1: Pursuant to the terms of the Class B Common Stock, the Reporting Person converted shares of Class B Common Stock into shares of Class A Common Stock.

F2: 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 (3))

F3: (continued from Footnote (2)) (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.

F4: The reported securities are owned directly by Novak Biddle Company V, LLC ("NBCV"). A.G.W. Biddle III and E. Rogers Novak, Jr. (collectively, the "Managing Members") are the managing members of NBCV. The Managing Members disclaim beneficial ownership of all the shares owned by NBCV and this report shall not be deemed an admission that they are the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.

F5: Represents a pro rata distribution without additional consideration by NBCV to its partners.

F6: The reported securities are owned directly by Novak Biddle Venture Partners V, L.P. ("NBVPV"). NBCV is the general partner of NBVPV and the Managing Members are the managing members of NBCV. Each of NBCV and the Managing Members disclaim beneficial ownership of all the shares owned by NBVPV and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.

F7: Represents a pro rata distribution without additional consideration by NBVPV to its partners.

F8: The reported securities are owned directly by Novak Holdings, LLC ("NH"). Mr. Novak is the sole general member of NH.

F9: The reported securities are owned directly by Wells Fargo Bank NA FBO E.R. Novak Jr MGD IRA. Mr. Novak has sole voting and dispositive power of these shares.