Gupta Sachin Form 4 Apptio / Sachin Gupta 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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X

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^*

Gupta Sachin

(Last) (First) (Middle)

11100 NE 8TH STREET, SUITE 600

(Street)

BELLEVUE WA 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/10/2019		D		3,994,833(1)(2)	D	(3)	0	D
Class A Common Stock	01/10/2019		D		307,357	D	(3)	0	I	See Footnote(4)

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
Stock Option (right to buy)	$14.31	01/10/2019		D			400,000(5)(6)	(7)	11/06/2025	Common Stock	400,000(5)(6)	(5)(6)	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			54,400(8)(9)	(10)	05/13/2027	Common Stock	54,400(8)(9)	(8)(9)	0	D
Stock Option (right to buy)	$2.39	01/10/2019		D			182,000(11)	(12)	12/20/2021	Common Stock	182,000(11)	(11)	0	D
Stock Option (right to buy)	$11.46	01/10/2019		D			182,000(13)	(14)	06/18/2024	Common Stock	182,000	(13)	0	D

Explanation of Responses:

1. Includes 127,000 unvested restricted stock units that represent contingent rights to receive 127,000 shares of the Issuer's Class A Common Stock upon settlement 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 between Apptio, Inc., Bellevue Parent, LLC, and Bellevue Merger Sub, Inc. (the "Merger Agreement").

2. Includes 30,380 unvested performance restricted stock units that represent contingent rights to receive 30,380 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 in exchange for a cash payment of $38.00 per share pursuant to the Merger Agreement.

4. These shares were held of record by FutureZ Irrevocable Trust 16.

5. Includes 245,831 vested 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.

6. Includes 154,169 unvested options, which were cancelled and automatically converted into the right to received $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.

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

8. Includes 20,400 vested 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. Includes 34,000 unvested options, which were cancelled and automatically converted into the right to received $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.

10. 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.

11. Includes 182,000 vested 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.

12. 1/4th of the shares subject to the option became vested and exercisable on December 20, 2011 and 1/16th of the remaining shares vested quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date. The option became fully vested and exercisable on December 20, 2015.

13. Includes 182,000 vested 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.

14. 1/4th of the shares subject to the option became vested and exercisable on June 18, 2014 and 1/16th of the remaining shares vested quarterly thereafter over the following three years, subject to the Reporting Person's continued service through each vesting date. The option became fully vested and exercisable on June 18, 2018.

Remarks:

President and Chief Executive Officer

	/s/ John Morrow Attorney-in-Fact for Sachin Gupta	01/11/2019
	** Signature of Reporting Person	Date
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