APPIAN CORP — Director's Dealing 2021

Nov 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2021-11-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-05	Class A Common Stock	M	10000	—	Acquired	119225	Direct
2021-11-08	Class A Common Stock	S	173	$92.60	Disposed	119052	Direct
2021-11-08	Class A Common Stock	S	572	$95.72	Disposed	118480	Direct
2021-11-08	Class A Common Stock	S	525	$96.70	Disposed	117955	Direct
2021-11-08	Class A Common Stock	S	1635	$97.71	Disposed	116320	Direct
2021-11-08	Class A Common Stock	S	110	$98.20	Disposed	116210	Direct
2021-11-08	Class A Common Stock	S	35	$93.96	Disposed	116175	Direct
2021-11-08	Class A Common Stock	C	1120	—	Acquired	9120	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-05	Restricted Stock Unit	$	M	10000	Disposed		Class A Common Stock (10000.0)	Direct
2021-11-08	Class B Common Stock	$	C	1120	Disposed		Class A Common Stock (1120.0)	Indirect

Footnotes

F1: Restricted Stock Unit ("RSU") vesting date.

F2: Each RSU converts into Class A Common Stock on a one-for-one basis.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 9, 2021 to cover taxes due upon RSU vesting.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.49 to $92.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (4) - (8).

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.14 to $96.13, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.14 to $97.12, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.15 to $98.12, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.15 to $98.26, inclusive.

F9: 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.

F10: 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 (11))

F11: (continued from Footnote (10)) (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.

F12: Includes 8,000 Class A shares previously reported as held directly by the Reporting Person.

F13: The reported securities are owned directly by The Robert C. Kramer Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust.

F14: Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock (or its cash equivalent, at the discretion of the Issuer).

F15: The RSUs were granted on October 25, 2017 and vest in five (5) equal annual installments commencing on November 5, 2018, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date.