APPIAN CORP — Director's Dealing 2019

Feb 14, 2019

SEC Form 4/A — Form 4/A

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

Reporting Person: Biddle Albert G.W. III (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-12	Class A Common Stock	C	1091751	—	Acquired	1091751	Indirect
2018-12-12	Class A Common Stock	J	1091751	—	Disposed	0	Indirect
2018-12-12	Class A Common Stock	J	972	—	Acquired	6139	Indirect
2018-12-12	Class A Common Stock	C	226153	—	Acquired	226153	Indirect
2018-12-12	Class A Common Stock	J	226153	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-12	Class B Common Stock	$	C	1091751	Disposed		Class A Common Stock (1091751.0)	Indirect
2018-12-12	Class B Common Stock	$	J	286723	Disposed		Class A Common Stock (286723.0)	Indirect
2018-12-12	Class B Common Stock	$	J	286723	Acquired		Class A Common Stock (286723.0)	Indirect
2018-12-12	Class B Common Stock	$	J	5734	Acquired		Class A Common Stock (5734.0)	Indirect
2018-12-12	Class B Common Stock	$	J	5734	Acquired		Class A Common Stock (5734.0)	Indirect
2018-12-12	Class B Common Stock	$	J	5734	Acquired		Class A Common Stock (5734.0)	Indirect
2018-12-12	Class B Common Stock	$	J	43367	Acquired		Class A Common Stock (43367.0)	Indirect
2018-12-12	Class B Common Stock	$	C	226153	Disposed		Class A Common Stock (226153.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4925	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: On December 14, 2018, the Reporting Person filed a Form 4, which inadvertently excluded the distribution of certain shares of the Issuer's Class B Common Stock (the "Distributed Shares"). This amendment corrects the exclusion of the Distributed Shares. This Form 4 amendment amends and restates the Form 4 filed by the Reporting Person on December 14, 2018 in its entirety.

F3: 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 (4))

F4: (continued from Footnote (3)) (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.

F5: The reported securities are owned directly by Novak Biddle Venture Partners V, L.P. ("NBVPV"). Novak Biddle Company V, LLC ("NBCV") is the general partner of NBVPV and the Reporting Person and E. Rogers Novak, Jr. (collectively, 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.

F6: Represents a pro rata distribution without additional consideration by NBVPV to its limited partners only, and not to its general partner NBCV.

F7: The reported securities are owned directly by Jack Biddle, Inc. ("JBI"). The Reporting Person is the president of JBI.

F8: The reported securities are owned directly by NBCV. 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.

F9: Represents a pro rata distribution without additional consideration by NBCV to its members, excluding members affiliated with the Managing Members.

F10: Represents a distribution without additional consideration by NBVPV to NBCV.

F11: Represents a pro rata distribution without additional consideration from NBCV to members affiliated with the Managing Members.

F12: The reported securities are owned directly by Southgate Partner I ("SPI"), a family trust established for the benefit of the Reporting Person's child. The Reporting Person is the trustee of SPI.

F13: The reported securities are owned directly by Southgate Partner II ("SPII"), a family trust established for the benefit of the Reporting Person's child. The Reporting Person is the trustee of SPII.

F14: The reported securities are owned directly by Southgate Partners III ("SPIII"), a family trust established for the benefit of the Reporting Person's child. The Reporting Person is the trustee of SPIII.