APPIAN CORP — Director's Dealing 2020

Jun 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2020-06-02

Reporting Person: Calkins Matthew W (Director, CEO and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-02	Class A Common Stock	C	375000	—	Acquired	375000	Indirect
2020-06-02	Class A Common Stock	S	375000	$56.05	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-02	Class B Common Stock	$	C	375000	Disposed		Class A Common Stock (375000.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (6941070.0)	6941070	Indirect
Class B Common Stock	$		Class A Common Stock (33832.0)	33832	Indirect

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 reportable securities are owned directly by Calkins Family LLC ("Family"). The Reporting Person serves as the managing member of Family.

F5: The reportable securities are owned directly by Wallingford LLC ("Wallingford"). The Reporting Person serves as the managing member of Wallingford.

F6: The reportable securities are owned directly by Matthew Calkins Family Trust I LLC ("Family Trust"). The Reporting Person's family member is the trustee of Family Trust. The Reporting Person disclaims beneficial ownership of the securities held by Family Trust and this report shall not be deemed an admission of beneficial ownership of such securities for the purposes of Section 16 or for any other purpose, except to the extent of any pecuniary interest therein.