APPIAN CORP — Director's Dealing 2022

May 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2022-05-10

Reporting Person: Matheos Mark (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-10	Class A Common Stock	M	961	—	Acquired	961	Direct
2022-05-10	Class A Common Stock	S	260	$54.47	Disposed	701	Direct
2022-05-10	Class A Common Stock	S	701	$56	Disposed	0	Direct
2022-05-10	Class A Common Stock	C	4020	—	Acquired	4020	Direct
2022-05-10	Class A Common Stock	S	4020	$57.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-10	Restricted Stock Unit	$	M	941	Disposed		Class A Common Stock (941.0)	Direct
2022-05-10	Restricted Stock Unit	$	M	20	Disposed		Class A Common Stock (20.0)	Direct
2022-05-10	Employee Stock Option (Right to Buy)	$12.0	M	4020	Disposed	2027-04-25	Class B Common Stock (4020.0)	Direct
2022-05-10	Class B Common Stock	$	M	4020	Acquired		Class A Common Stock (4020.0)	Direct
2022-05-10	Class B Common Stock	$	C	4020	Disposed		Class A Common Stock (4020.0)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") converts into Class A Common Stock on a one-for-one basis.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.27 to $54.47, inclusive. The Reporting Person undertakes to provide to Appian Corporation, any security holder of Appian Corporation, 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 this footnote.

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: 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).

F6: The RSUs were granted on May 4, 2021 and vest in four equal annual installments commencing on May 5, 2022, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date.

F7: The RSUs were granted on April 27, 2018. 20 RSUs vested on May 5, 2022 and 20 RSUs will vest on May 5, 2023, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date.

F8: 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.