APPIAN CORP — Director's Dealing 2019

Mar 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2019-03-05

Reporting Person: Kramer Robert Charles (Director, General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-05	Class A Common Stock	S	4000	$36	Disposed	64000	Direct
2019-03-06	Class A Common Stock	M	85310	—	Acquired	149310	Direct
2019-03-06	Class A Common Stock	S	34847	$35.56	Disposed	114463	Direct
2019-03-06	Class A Common Stock	S	100	$36.17	Disposed	114363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-06	Restricted Stock Unit	$	M	85310	Disposed		Class A Common Stock (85310.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2448598.0)	2448598	Indirect

Footnotes

F1: Sale of shares effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 8, 2017, as amended.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.75 to $36.06, 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 (2).

F3: Includes 64,000 shares previously held through the Robert C. Kramer Revocable Trust (the "Trust") that were transferred to the Reporting Person on February 21, 2019 and are now owned directly.

F4: Each Restricted Stock Unit ("RSU") converts into Class A Common Stock on a one-for-one basis.

F5: Sale of shares solely to cover taxes, commissions and fees due upon vesting of RSUs.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.10 to $36.05, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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).

F7: Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock (or its cash equivalent, at the discretion of the Issuer).

F8: The RSUs were granted on December 6, 2018, and vested on March 5, 2019.

F9: 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 (8))

F10: (continued from Footnote (7)) (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.

F11: The reported securities are owned directly by the Trust. The Reporting Person is the sole trustee and beneficiary of the Trust.