APPIAN CORP — Director's Dealing 2020

May 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2020-05-15

Reporting Person: Winters Christopher (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-15	Class A Common Stock	C	5351	—	Acquired	31151	Direct
2020-05-15	Class A Common Stock	S	5351	$50	Disposed	25800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-15	Employee Stock Option (Right to Buy)	$7.03	M	5351	Disposed	2025-11-17	Class B Common Stock (5351.0)	Direct
2020-05-15	Class B Common Stock	$	M	5351	Acquired		Class A Common Stock (5351.0)	Direct
2020-05-15	Class B Common Stock	$	C	5351	Disposed		Class A Common Stock (5351.0)	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 March 6, 2020.

F5: This option vests in five equal annual installments commencing on November 17, 2016 and on the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date.