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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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

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)
11/16/2017

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	11/16/2017		C⁽¹⁾		18,400	A	$0.00	71,954⁽²⁾	D
Class A Common Stock	11/16/2017		S⁽³⁾		18,400	D	$22.1494⁽⁴⁾	53,554⁽⁵⁾	D
Class A Common Stock	11/16/2017		C⁽¹⁾		21,600	A	$0.00	21,600	I	See footnote⁽⁶⁾
Class A Common Stock	11/16/2017		S⁽³⁾		21,600	D	$22.1495⁽⁷⁾	0	I	See footnote⁽⁶⁾
Class A Common Stock	11/17/2017		C⁽¹⁾		18,400	A	$0.00	71,954⁽²⁾	D
Class A Common Stock	11/17/2017		S⁽³⁾		18,400	D	$22.4438⁽⁸⁾	53,554⁽⁵⁾	D
Class A Common Stock	11/17/2017		C⁽¹⁾		21,600	A	$0.00	21,600	I	See footnote⁽⁶⁾
Class A Common Stock	11/17/2017		S⁽³⁾		21,600	D	$22.4436⁽⁹⁾	0	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)
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)
Class B Common Stock	$0.00⁽¹⁰⁾	11/16/2017		C			18,400	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	18,400	$0.00	4,389,452	D
Class B Common Stock	$0.00⁽¹⁰⁾	11/16/2017		C			21,600	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	21,600	$0.00	835,381	I	See footnote⁽⁶⁾
Class B Common Stock	$0.00⁽¹⁰⁾	11/17/2017		C			18,400	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	18,400	$0.00	4,371,052	D
Class B Common Stock	$0.00⁽¹⁰⁾	11/17/2017		C			21,600	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	21,600	$0.00	813,781	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the reporting person.

2. Includes 52,800 RSUs that represent contingent rights to receive 52,800 shares of the Issuer's Class A Common Stock upon settlement and 19,154 shares of Class A Common Stock.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 6, 2017.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.69 to $22.51. 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 ranges set forth in footnotes (4), (7), (8) and (9) to this Form 4.

5. Includes 52,800 RSUs that represent contingent rights to receive 52,800 shares of the Issuer's Class A Common Stock upon settlement and 754 shares of Class A Common Stock.

6. These shares are held of record by PG GRAT of 2016.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.72 to $22.51.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.25 to $22.62.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.26 to $22.62.

10. Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis and has no expiration date.

Remarks:

President and Chief Executive Officer

	/s/ Frederick Williams, attorney-in-fact	11/20/2017
	** 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.
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Gupta Sachin Inactive Form 4Apptio / Sachin Gupta ownership change