APPIAN CORP — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2019-02-12

Reporting Person: Lynch Mark Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Class A Common Stock	C	10000	—	Acquired	16950	Direct
2019-02-12	Class A Common Stock	C	5000	—	Acquired	21950	Direct
2019-02-12	Class A Common Stock	S	8063	$36.08	Disposed	6937	Direct
2019-02-12	Class A Common Stock	S	6937	$37.01	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Employee Stock Option (Right to Buy)	$3.67	M	10000	Disposed	2024-06-03	Class B Common Stock (10000.0)	Direct
2019-02-12	Class B Common Stock	$	M	10000	Acquired		Class A Common Stock (10000.0)	Direct
2019-02-12	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000.0)	Direct
2019-02-12	Employee Stock Option (Right to Buy)	$9.46	M	5000	Disposed	2026-07-20	Class B Common Stock (5000.0)	Direct
2019-02-12	Class B Common Stock	$	M	5000	Acquired		Class A Common Stock (5000.0)	Direct
2019-02-12	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (5000.0)	Direct

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 September 9, 2018.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.54 to $36.45, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.59 to $37.39, 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 (4).

F7: This option vested in five equal installments commencing on June 3, 2015 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date.

F8: This option vested in five equal annual installments commencing on July 20, 2017 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date.