APPIAN CORP — Director's Dealing 2018

Feb 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2018-02-13

Reporting Person: Viswanathan Ravi (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Class A Common Stock	C	2724202	—	Acquired	2724202	Indirect
2018-02-13	Class A Common Stock	J	2724202	$0.00	Disposed	0	Indirect
2018-02-13	Class A Common Stock	J	27242	$0.00	Acquired	27242	Indirect
2018-02-13	Class A Common Stock	J	27242	$0.00	Disposed	0	Indirect
2018-02-13	Class A Common Stock	J	13621	$0.00	Acquired	13621	Indirect
2018-02-13	Class A Common Stock	J	13621	$0.00	Disposed	0	Indirect
2018-02-13	Class A Common Stock	J	1014	$0.00	Acquired	1014	Indirect
2018-02-13	Class A Common Stock	J	509	$0.00	Acquired	509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Class B Common Stock	$	C	2724202	Disposed		Class A Common Stock (2724202)	Indirect

Footnotes

F1: Pursuant to the terms of the Class B Common Stock, New Enterprise Associates 14, L.P. ("NEA 14") 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 Reporting Person is a director of NEA 14 GP, LTD, ("NEA 14 GP") which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of NEA 14, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.

F5: NEA 14 made a pro rata distribution for no consideration of an aggregate of 2,724,202 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on February 13, 2018.

F6: NEA Partners 14 received 27,242 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 on February 13, 2018.

F7: The Reporting Person is a director of NEA 14 GP, the sole general partner of NEA Partners 14. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 14 in which the Reporting Person has no pecuniary interest.

F8: NEA Partners 14 made a pro rata distribution for no consideration of an aggregate of 27,242 shares of Class A Common Stock of the Issuer to its limited partners on February 13, 2018.

F9: NEA 14 Manager Fund, L.P. received 13,621 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 on February 13, 2018.

F10: The Reporting Person is a director of NEA 14 GP, the sole general partner of NEA 14 Manager Fund, L.P. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 14 Manager Fund, L.P. in which the Reporting Person has no pecuniary interest.

F11: NEA 14 Manager Fund, L.P. made a pro rata distribution for no consideration of an aggregate of 13,621 shares of Class A Common Stock of the Issuer to its limited partners on February 13, 2018.

F12: MV Holdings 2009 Revocable Trust received 1,014 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 14 on February 13, 2018.

F13: The shares are directly held by the MV Holdings 2009 Revocable Trust . The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of the Issuer held by the MV Holdings 2009 Revocable Trust in which the Reporting Person has no pecuniary interest.

F14: The Reporting Person received 509 shares of Class A Common Stock of the Issuer in the distribution by NEA 14 Manager Fund, L.P. on February 13, 2018.