SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Apptio, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
03835C108
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page1 of 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 03835C108 | 13 G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund I, L.P. (“AH I”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,252,559 shares1, except that AH Equity Partners I, L.L.C. (“AH Equity I”), the general partner of AH I, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”), the managing members of AH Equity I, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER
| ||
| 7 | SOLE DISPOSITIVE POWER
| ||
| 8 | SHARED DISPOSITIVE POWER
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,252,559
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.4%2
| ||
| 12 | TYPE OF REPORTING PERSON* PN
| ||
1Represents 1,252,559 shares of Class B Common Stock held directly by AH I. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 1,252,559 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
| CUSIP NO. 03835C108 | 13 G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund I-A, L.P. (“AH I-A”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 175,307 shares1, except that AH Equity I, the general partner of AH I-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER
| ||
| 7 | SOLE DISPOSITIVE POWER
| ||
| 8 | SHARED DISPOSITIVE POWER
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 175,307
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5%2
| ||
| 12 | TYPE OF REPORTING PERSON* PN
| ||
1Represents 175,307 shares of Class B Common Stock held directly by AH I-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 175,307 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
| CUSIP NO. 03835C108 | 13 G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund I-B, L.P. (“AH I-B”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 81,301 shares1, except that AH Equity I, the general partner of AH I-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 81,301 shares1, except that AH Equity I, the general partner of AH I-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 81,301
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2%2
| ||
| 12 | TYPE OF REPORTING PERSON* PN
| ||
1Represents 81,301 shares of Class B Common Stock held directly by AH I-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 81,301 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
| CUSIP NO. 03835C108 | 13 G | Page 5 of 12 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AH Equity Partners I, L.L.C. (“AH Equity I”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,509,167 shares1, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. AH Equity I, the general partner of AH I, AH I-A and AH I-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER
| ||
| 7 | SOLE DISPOSITIVE POWER 1,509,167 shares1, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. AH Equity I, the general partner of AH I, AH I-A and AH I-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares.
| ||
| 8 | SHARED DISPOSITIVE POWER
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,509,167
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%2
| ||
| 12 | TYPE OF REPORTING PERSON* OO
| ||
1Represents 1,509,167 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 1,509,167 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
| CUSIP NO. 03835C108 | 13 G | Page 6 of 12 |
1 | NAME OF REPORTING PERSONS Marc Andreessen (“Andreessen”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | |
| 6 | SHARED VOTING POWER 1,509,167 shares1, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Andreessen is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares | ||
| 8 | SHARED DISPOSITIVE POWER 1,509,167 shares1, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Andreessen is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
1,509,167
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%2 | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
1Represents 1,509,167 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 1,509,167 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
| CUSIP NO. 03835C108 | 13 G | Page 7 of 12 |
1 | NAME OF REPORTING PERSONS Ben Horowitz (“Horowitz”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares | |
| 6 | SHARED VOTING POWER 1,509,167 shares1, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Horowitz is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares | ||
| 8 | SHARED DISPOSITIVE POWER 1,509,167 shares1, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Horowitz is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,509,167
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%2
| ||
| 12 | TYPE OF REPORTING PERSON* IN
| ||
1Represents 1,509,167 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 1,509,167 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
| CUSIP NO. 03835C108 | 13 G | Page 8 of 12 |
| ITEM 1(A). | NAME OF ISSUER |
Apptio, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
11100 NE 8th Street, Suite 600
Bellevue, WA 98004
| ITEM 2(A). | NAME OF PERSONS FILING This Schedule 13G is filed by Andreessen Horowitz Fund I, L.P., a Delaware limited partnership (“AH I”), Andreessen Horowitz Fund I-A, L.P., a Delaware limited partnership (“AH I-A”), Andreessen Horowitz Fund I-B, L.P., a Delaware limited partnership (“AH I-B”), AH Equity Partners I, L.L.C., a Delaware limited liability company (“AH Equity I”), Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
AH Equity I is the general partner of AH I, AH I-A and AH I-B, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AH I, AH I-A and AH I-B. Andreessen and Horowitz are managing members of AH Equity I and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH I, AH I-A and AH I-B.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
Andreessen Horowitz
2865 Sand Hill Road
Suite 101
Menlo Park, California 94025
| ITEM 2(C) | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES Class A Common Stock, $0.0001 par value |
| ITEM 2(E) | CUSIP NUMBER |
03835C108
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2016. |
| CUSIP NO. 03835C108 | 13 G | Page 9 of 12 |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreements of AH I, AH I-A and AH I-B, and the limited liability company agreement of AH Equity I, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable. |
| ITEM 10. | CERTIFICATION. Not applicable. |
| CUSIP NO. 03835C108 | 13 G | Page 10 of 12 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2017
| Andreessen Horowitz Fund I, L.P. | ||||
| Andreessen Horowitz Fund I-A, L.P. | ||||
| Andreessen Horowitz Fund I-B, L.P. | ||||
| By: AH Equity Partners I, L.L.C. | ||||
| Its: General Partner | ||||
| By: | /s/ Scott Kupor | |||
| Scott Kupor, Chief Operating Officer | ||||
| AH Equity Partners I, L.L.C. | ||||
| By: | /s/ Scott Kupor | |||
| Scott Kupor, Chief Operating Officer | ||||
| Marc Andreessen | ||||
| /s/ Marc Andreessen | ||||
| Marc Andreessen | ||||
| Ben Horowitz | ||||
| /s/ Ben Horowitz | ||||
| Ben Horowitz | ||||
| CUSIP NO. 03835C108 | 13 G | Page 11 of 12 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 12 |
| CUSIP NO. 03835C108 | 13 G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Apptio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2017
| Andreessen Horowitz Fund I, L.P. | ||||
| Andreessen Horowitz Fund I-A, L.P. | ||||
| Andreessen Horowitz Fund I-B, L.P. | ||||
| By: AH Equity Partners I, L.L.C. | ||||
| Its: General Partner | ||||
| By: | /s/ Scott Kupor | |||
| Scott Kupor, Chief Operating Officer | ||||
| AH Equity Partners I, L.L.C. | ||||
| By: | /s/ Scott Kupor | |||
| Scott Kupor, Chief Operating Officer | ||||
| Marc Andreessen | ||||
| /s/ Marc Andreessen | ||||
| Marc Andreessen | ||||
| Ben Horowitz | ||||
| /s/ Ben Horowitz | ||||
| Ben Horowitz | ||||