APPIAN CORP — Director's Dealing 2018

Jun 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2018-06-05

Reporting Person: Mulligan Michael J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-05	Class A Common Stock	C	4680	—	Acquired	9155	Direct
2018-06-05	Class A Common Stock	S	4680	$35	Disposed	4475	Direct
2018-06-06	Class A Common Stock	C	20320	—	Acquired	24795	Direct
2018-06-05	Class A Common Stock	S	20320	$35.13	Disposed	4475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-05	Stock Option (Right to Buy)	$0.58	M	4680	Disposed	2018-10-01	Class B Common Stock (4680.0)	Direct
2018-06-05	Class B Common Stock	$	M	4680	Acquired		Class A Common Stock (4680.0)	Direct
2018-06-05	Class B Common Stock	$	C	4680	Disposed		Class A Common Stock (4680.0)	Direct
2018-06-06	Stock Option (Right to Buy)	$0.58	M	20320	Disposed	2018-10-01	Class B Common Stock (20320.0)	Direct
2018-06-06	Class B Common Stock	$	M	20320	Acquired		Class A Common Stock (20320.0)	Direct
2018-06-06	Class B Common Stock	$	C	20320	Disposed		Class A Common Stock (20320.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1396	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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2017.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.53, inclusive. The Reporting Person undertakes to provide to Appian Corporation, any security holder of Appian Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5).

F6: The reported securities are owned directly by Sea Level Investments ("SLI"). The Reporting Person is the president of SLI.

F7: Fully vested.