APPIAN CORP — Director's Dealing 2020

Dec 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2020-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-10	Class A Common Stock	G	2000	—	Disposed	46616	Direct
2020-12-14	Class A Common Stock	C	2000	—	Acquired	48616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-14	Employee Stock Option (Right to Buy)	$1.16	M	2000	Disposed	2022-01-27	Class B Common Stock (2000.0)	Direct
2020-12-14	Class B Common Stock	$	M	2000	Acquired		Class A Common Stock (2000.0)	Direct
2020-12-14	Class B Common Stock	$	C	2000	Disposed		Class A Common Stock (2000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2294598.0)	2294598	Indirect

Footnotes

F1: On December 10, 2020, the reporting person gifted without the receipt of consideration 2,000 shares of the Issuer's Class A common stock to a third party charitable donor advised fund. The reporting person has no pecuniary interest in the donor advised fund and no beneficial ownership of such shares. The donor retains no voting or investment rights with respect to the shares gifted.

F2: 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.

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: Fully vested.

F6: The reported securities are owned directly by The Robert C. Kramer Revocable Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust.