Apptio Form 4 / Lawrence Blasko ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blasko Lawrence

(Last)

(First)

(Middle)

11100 NE 8TH STREET, SUITE 600

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2019

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/10/2019		D		83,599⁽¹⁾⁽²⁾	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$13.55	01/10/2019		D			6,667⁽⁴⁾⁽⁵⁾	⁽⁶⁾	02/19/2025	Common Stock	6,667⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			12,244⁽⁷⁾⁽⁸⁾	⁽⁹⁾	11/05/2025	Common Stock	12,244⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			7,873⁽¹⁰⁾	⁽¹¹⁾	05/12/2027	Common Stock	7,873⁽¹⁰⁾	⁽¹⁰⁾	0	D
Stock Option (right to buy)	$8.95	01/10/2019		D			61,002⁽¹²⁾	⁽¹³⁾	06/14/2023	Common Stock	61,002⁽¹²⁾	⁽¹²⁾	0	D
Stock Option (right to buy)	$11.46	01/10/2019		D			21,512⁽¹²⁾	⁽¹⁴⁾	06/17/2024	Common Stock	21,512⁽¹²⁾	⁽¹²⁾	0	D
Stock Option (right to buy)	$13.55	01/10/2019		D			13,333⁽¹²⁾	⁽⁶⁾	02/19/2025	Common Stock	13,333⁽¹²⁾	⁽¹²⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			47,756⁽¹⁵⁾⁽¹⁶⁾	⁽⁸⁾	11/05/2025	Common Stock	47,756⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁵⁾⁽¹⁶⁾	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			53,327⁽¹⁷⁾⁽¹⁸⁾	⁽¹⁰⁾	05/12/2027	Common Stock	53,327⁽¹⁷⁾⁽¹⁸⁾	⁽¹⁷⁾⁽¹⁸⁾	0	D

Explanation of Responses:

1. Includes 71,125 unvested restricted stock units that represent contingent rights to receive 71,125 shares of the Issuer's Class A Common Stock upon settlement which were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of merger agreement between Apptio, Inc., Bellevue Parent, LLC, and Bellevue Merger Sub, Inc. (the "Merger Agreement").

2. Includes 11,270 unvested performance restricted stock units that represent contingent rights to receive 7,350 shares of Issuer's Class A Common Stock and which were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

3. Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $38.00 per share.

4. Includes 1,250 options, which vested solely as a result of the consummation of the Merger Agreement, which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

5. Includes 5,417 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

6. 1/4th of the shares subject to the option became vested and exercisable on April 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.

7. Includes 1,834 vested options which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

8. Includes 10,410 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

9. 1/8th of the shares subject to the option became vested and exercisable on May 1, 2017 and 1/96th of the shares subject to the option shall vest monthly thereafter for the next 36 months. 1/8th of the shares subject to the option shall become vested and exercisable on September 29, 2017 and 1/96th of the shares subject to the option shall vest monthly thereafter for the next 36 months.

10. Consists of unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

11. 1/4th of the shares subject to the option became vested and exercisable on May 15, 2018 and 1/16th of the remaining shares vest quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date.

12. Consists of vested options which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

13. 1/4th of the shares subject to the option became vested and exercisable on May 29, 2014 and 1/48th of the shares subject to the option vest monthly thereafter.

14. 1/4th of the shares subject to the option became vested and exercisable on April 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.

15. Includes 38,165 vested options which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

16. Includes 9,591 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

17. Includes 22,950 vested options which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

18. Includes 30,377 unvested options which were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

Remarks:

	/s/ John Morrow Attorney-in-Fact for Lawrence Blasko	01/11/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Apptio Inactive Form 4Apptio / Lawrence Blasko ownership change