Apptio Form 4 Apptio / Matthew S McIlwain 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^*

McIlwain Matthew S

(Last) (First) (Middle)

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE WA 98104

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2018

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/07/2018		S(1)		18,585	D	$37.6321(2)	35,005(3)	D
Class A Common Stock	08/07/2018		S(1)		100	D	$38.24	34,905(3)	D
Class A Common Stock	08/07/2018		S(4)		2,500	D	$37.6488(5)	16,191	I	See footnote(6)
Class A Common Stock	08/08/2018		J(7)		1,049,786	D	$0.00	0	I	See footnote(8)
Class A Common Stock	08/08/2018		J(9)		27,276	A	$0.00	62,181	D
Class A Common Stock	08/08/2018		J(10)		10,225	A	$0.00	26,416	I	See footnote(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2018, as amended on June 7, 2018.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.22 to $38.18. 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 above.

3. Includes 4,649 RSUs that represent contingent rights to receive 4,649 shares of the Issuer's Class A Common Stock upon settlement.

4. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2018.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.25 to $37.99. 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 above.

6. Shares held by the McIlwain Family GST Trust.

7. Represents a pro rata distribution for no consideration to the limited partners and general partners of Madrona III and Madrona III-A (the "Distribution").

8. Includes 1,009,457 shares held by Madrona Venture Fund III, L.P.("Madrona III") and 40,329 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 Madrona III and Madrona III-A. Mr. McIlwain disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. Acquisition by the reporting person, who is a Managing Director of the various entities affiliated with Madrona, pursuant to the Distribution.

10. Acquisition by the McIlwain Family GST Trust, pursuant to the Distribution.

Remarks:

	/s/ John Morrow, attorney-in-fact	08/09/2018
	** 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).
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