Kurt Shintaffer Form 4 Apptio / Kurt Shintaffer 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^*

Shintaffer Kurt

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2018

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	05/10/2018		C		759,757	A	$0.00	806,334(1)	D
Class A Common Stock	05/10/2018		C		34,142	A	$0.00	34,142	I	See footnote(2)

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
Class B Common Stock	$0.00(3)	05/10/2018		C			759,757	(3)	(3)	Class A Common Stock	759,757	$0.00	0	D
Class B Common Stock	$0.00(3)	05/10/2018		C			34,142	(3)	(3)	Class A Common Stock	34,142	$0.00	0	I	See footnote(2)
Stock Option (right to buy)	$11.46	05/10/2018		J(4)			25,000	(5)	06/17/2024	Class B Common Stock	25,000	$0.00	0	D
Stock Option (right to buy)	$11.46	05/10/2018		J(4)		25,000		(5)	06/17/2024	Class A Common Stock	25,000	$0.00	25,000	D
Stock Option (right to buy)	$13.55	05/10/2018		J(4)			20,000	(6)	02/19/2025	Class B Common Stock	20,000	$0.00	0	D
Stock Option (right to buy)	$13.55	05/10/2018		J(4)		20,000		(6)	02/19/2025	Class A Common Stock	20,000	$0.00	20,000	D
Stock Option (right to buy)	$13.99	05/10/2018		J(4)			15,000	(7)	05/06/2025	Class B Common Stock	15,000	$0.00	0	D
Stock Option (right to buy)	$13.99	05/10/2018		J(4)		15,000		(7)	05/06/2025	Class A Common Stock	15,000	$0.00	15,000	D
Stock Option (right to buy)	$14.31	05/10/2018		J(4)			160,000	(8)	11/05/2025	Class B Common Stock	160,000	$0.00	0	D
Stock Option (right to buy)	$14.31	05/10/2018		J(4)		160,000		(8)	11/05/2025	Class A Common Stock	160,000	$0.00	160,000	D

Explanation of Responses:

1. Includes 46,200 RSUs that represent contingent rights to receive 46,200 shares of the Issuer's Class A Common Stock upon settlement and 760,134 shares of Class A Common Stock.

2. These shares are held by the Reporting Person's spouse.

3. The Company's Class B Common Stock automatically converted to Class A Common Stock on May 10, 2018, which is the date the Class B Common Stock ceased to represent at least 25% of the Issuer's outstanding common stock, as established in the Issuer's Amended and Restated Certificate of Incorporation.

4. In connection with the conversion described in footnote (3), outstanding options to purchase Class B Common Stock issued under the Issuer's 2011 Executive Equity Incentive Plan and 2007 Stock Plan remain unchanged, except that they now represent a right to buy shares of the Issuer's Class A Common Stock.

5. The option became fully vested and exercisable on April 1, 2018.

6. 1/4th of the shares subject to the option became vested and exercisable on April 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.

7. 1/4th of the shares subject to the option became vested and exercisable on May 1, 2016 and 1/48th of the shares subject to the option vest monthly thereafter.

8. 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.

Remarks:

	/s/ John Morrow, attorney-in-fact	05/14/2018
	** Signature of Reporting Person	Date
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