APPIAN CORP — Director's Dealing 2022

Jan 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPIAN CORP (APPN)
CIK: 0001441683
Period of Report: 2022-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-03	Class A Common Stock	C	13502	—	Acquired	154427	Direct
2022-01-03	Class A Common Stock	C	80	—	Acquired	154507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-03	Employee Stock Option (Right to Buy)	$1.16	M	13502	Disposed	2022-01-27	Class B Common Stock (13502.0)	Direct
2022-01-03	Class B Common Stock	$	M	13502	Acquired		Class A Common Stock (13502.0)	Direct
2022-01-03	Employee Stock Option (Right to Buy)	$12.0	M	80	Disposed	2027-04-25	Class B Common Stock (80.0)	Direct
2022-01-03	Class B Common Stock	$	M	80	Acquired		Class A Common Stock (80.0)	Direct
2022-01-03	Class B Common Stock	$	C	13582	Disposed		Class A Common Stock (13582.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9120	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2213478.0)	2213478	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 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.

F5: Fully vested.

F6: This option will vest in five equal annual installments commencing on April 25, 2018 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.