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: 2018-09-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-28	Class B Common Stock	$	J	658852	Disposed		Class A Common Stock (658852.0)	Indirect
2018-09-28	Class B Common Stock	$	J	4758	Disposed		Class A Common Stock (4758.0)	Indirect

Footnotes

F1: 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 (2))

F2: (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.

F3: Represents a pro rata distribution without additional consideration by Novak Biddle Company V, LLC ("NBCV") to its members.

F4: Number of derivative securities disposed of incorrectly reported in original Form 4 filing.

F5: The reported securities are owned directly by NBCV. A.G.W. Biddle III and E. Rogers Novak, Jr. (collectively, 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.

F6: Represents a pro rata distribution without additional consideration by Novak Biddle Venture Partners V, L.P. ("NBVPV") to its limited partners, in such distribution shares were not distributed to NBCV or Jack Biddle, Inc.

F7: Distribution of these shares inadvertently excluded from original Form 4 filing.

F8: The reported securities are owned directly by NBVPV. NBCV is the general partner of NBVPV and 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.