Madrona Venture Fund III L P Form 3 Apptio / Investment Partners Madrona III ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Madrona Venture Fund III L P

(Last) (First) (Middle)

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2016

3. Issuer Name and Ticker or Trading Symbol
Apptio Inc [ APTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(6)	(6)	Class B Common Stock(7)	2,295,000	(6)	I	See footnote(1)
Series B Preferred Stock	(6)	(6)	Class B Common Stock(7)	1,509,095	(6)	I	See footnote(2)
Series C Preferred Stock	(6)	(6)	Class B Common Stock(7)	763,076	(6)	I	See footnote(3)
Series D Preferred Stock	(6)	(6)	Class B Common Stock(7)	430,806	(6)	I	See footnote(4)
Series E Preferred Stock	(6)	(6)	Class B Common Stock(7)	201,809	(6)	I	See footnote(5)

1. Name and Address of Reporting Person^*

Madrona Venture Fund III L P

(Last) (First) (Middle)

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund III-A LP

(Last) (First) (Middle)

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madrona Investment Partners III

(Last) (First) (Middle)

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

Explanation of Responses:

1. Includes 2,206,839 shares held by Madrona Venture Fund III, L.P. ("Madrona III") and 88,161 shares held by Madrona Venture Fund III-A, L.P. ("Madrona III-A"). Matthew McIlwain (who is a director of the issuer and files separate section 16(a) reports) is a Managing Director of the various entities affiliated with Madrona. Madrona Investment Partners III, L.P. is the general partner of each of Madrona III and Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

2. Includes 1,451,124 shares held by Madrona III and 57,971 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

3. Includes 733,763 shares held by Madrona III and 29,313 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

4. Includes 414,257 shares held by Madrona III and 16,549 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

5. Includes 194,057 shares held by Madrona III and 7,752 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

6. These shares of Preferred Stock have no expiration date or conversion price and will automatically convert to shares of the issuer's Class B Common Stock immediately prior to the closing of the issuer's initial public offering on a 1-for-1 basis.

7. Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1-for-1 basis and has no expiration date.

Remarks:

	/s/ John Morrow, as attorney-in-fact for Madrona Venture Fund III, L.P.	09/22/2016
	/s/ John Morrow, as attorney-in-fact for Madrona Venture Fund III-A, L.P.	09/22/2016
	/s/ John Morrow, as attorney-in-fact for Madrona Investment Partners III, L.P.	09/22/2016
	** Signature of Reporting Person	Date
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