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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APPIAN CORP [ APPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/05/2024 | P(1) | 452,337 | A | $30.94 | 6,342,641 | I | By Abdiel Qualified Master Fund, LP(2) | ||
| Class A Common Stock | 07/05/2024 | P(1) | 22,663 | A | $30.94 | 6,365,304 | I | By Abdiel Capital, LP(2) | ||
| Class A Common Stock | 07/08/2024 | P | 51,742 | A | $31.32(3) | 6,417,046 | I | By Abdiel Qualified Master Fund, LP(2) | ||
| Class A Common Stock | 07/08/2024 | P | 1,980 | A | $31.32(3) | 6,419,026 | I | By Abdiel Capital, LP(2) | ||
| Class A Common Stock | 07/08/2024 | P | 7,000 | A | $31.48(4) | 6,426,026 | I | By Abdiel Partners, LLC(2) | ||
| Class A Common Stock | 07/09/2024 | P | 65,022 | A | $31.45(5) | 6,491,048 | I | By Abdiel Qualified Master Fund, LP(2) | ||
| Class A Common Stock | 07/09/2024 | P | 2,478 | A | $31.45(5) | 6,493,526 | I | By Abdiel Capital, LP(2) | ||
| Class A Common Stock | 07/09/2024 | P | 7,000 | A | $31.36(6) | 6,500,526 | I | By Abdiel Partners, LLC(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. A portion of the shares sold and reported herein is matchable under Section 16(b) of the Securities and Exchange Act of 1934 ("Section 16(b)"). The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge to the Issuer the Section 16(b) profit that resulted from the transaction reported herein. |
| 2. The share numbers in Column 5 represent the aggregated holdings of Abdiel Qualified Master Fund, LP ("AQMF"), Abdiel Capital, LP ("ACLP") and Abdiel Partners, LLC ("APLLC"). Abdiel Capital Advisors, LP serves as the investment manager of AQMF, ACLP and APLLC. Abdiel Capital Management, LLC is the general partner of AQMF and ACLP. Colin T. Moran is the managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which is the general partner of Abdiel Capital Advisors, LP and the managing member of APLLC. By virtue of the foregoing relationships, Mr. Moran and Abdiel Capital Advisers LP may be deemed to beneficially own the securities held by AQMF, ACLP and APLLC, and Abdiel Capital Management LLC may be deemed to beneficially own the securities held by AQMF and ACLP . Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. |
| 3. The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.95 to $31.75. The Reporting Persons undertake 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 purchased at each separate price within the range set forth in this footnote. |
| 4. The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.45 to $31.49. The Reporting Persons undertake 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 purchased at each separate price within the range set forth in this footnote. |
| 5. The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.01 to $32.00. The Reporting Persons undertake 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 purchased at each separate price within the range set forth in this footnote. |
| 6. The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.04 to $31.65. The Reporting Persons undertake 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 purchased at each separate price within the range set forth in this footnote. |
| By: /s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, general partner of Abdiel Capital Advisors, LP | 07/09/2024 | |
| By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC, general partner of Abdiel Qualified Master Fund, LP | 07/09/2024 | |
| By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC, general partner of Abdiel Capital, LP | 07/09/2024 | |
| By: /s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, managing member of Abdiel Partners, LLC | 07/09/2024 | |
| By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC | 07/09/2024 | |
| By: /s/ Colin T. Moran, individually | 07/09/2024 | |
| ** 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. | ||