John C Morrow Form 4 Apptio / John C Morrow 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^*

Morrow John C

(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)

	Director	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)
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	01/10/2019		D		50,630⁽¹⁾⁽²⁾	D	⁽³⁾	0	D

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)
Stock Option (right to buy)	$13.55	01/10/2019		D			2,084⁽⁴⁾⁽⁵⁾	⁽⁶⁾	02/19/2025	Common Stock	2,084⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$13.99	01/10/2019		D			1,563⁽⁷⁾⁽⁸⁾	⁽⁹⁾	05/06/2025	Common Stock	1,563⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			3,341⁽¹⁰⁾	⁽¹¹⁾	11/05/2025	Common Stock	3,341⁽¹⁰⁾	⁽¹⁰⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			7,133⁽¹²⁾⁽¹³⁾	⁽¹¹⁾	11/05/2025	Common Stock	7,133⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			4,038⁽¹⁴⁾	⁽¹⁵⁾	05/12/2027	Common Stock	4,038⁽¹⁴⁾	⁽¹⁴⁾	0	D
Stock Option (right to buy)	$12.64	01/10/2019		D			2,084⁽¹⁶⁾	⁽¹⁷⁾	09/29/2024	Common Stock	2,084⁽¹⁶⁾	⁽¹⁶⁾	0	D
Stock Option (right to buy)	$13.55	01/10/2019		D			1,562⁽¹⁶⁾	⁽¹⁸⁾	02/19/2025	Common Stock	1,562⁽¹⁶⁾	⁽¹⁶⁾	0	D
Stock Option (right to buy)	$13.99	01/10/2019		D			937⁽¹⁶⁾	⁽¹⁹⁾	05/06/2025	Common Stock	937⁽¹⁶⁾	⁽¹⁶⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			7,451⁽²⁰⁾⁽²¹⁾	⁽²²⁾	11/05/2025	Common Stock	7,451⁽²⁰⁾⁽²¹⁾	⁽²⁰⁾⁽²¹⁾	0	D
Stock Option (right to buy)	$14.31	01/10/2019		D			14,889⁽²³⁾⁽²⁴⁾	⁽²²⁾	11/05/2025	Common Stock	14,889⁽²³⁾⁽²⁴⁾	⁽²³⁾⁽²⁴⁾	0	D
Stock Option (right to buy)	$14.04	01/10/2019		D			18,169⁽²⁵⁾⁽²⁶⁾	⁽¹⁵⁾	05/12/2027	Common Stock	18,169⁽²⁵⁾⁽²⁶⁾	⁽²⁵⁾⁽²⁶⁾	0	D

Explanation of Responses:

1. Includes 43,280 unvested restricted stock units that represent contingent rights to receive 43,280 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 between Apptio, Inc., Bellevue Parent, LLC, and Bellevue Merger Sub, Inc. (the "Merger" Agreement").

2. Includes 7,350 unvested performance restricted stock units that represent contingent rights to receive 7,350 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 Merger Agreement in exchange for a cash payment of $38.00 per share.

4. Includes 1,563 options which vested solely as a result of the consummation of the Merger Agreement, which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

5. Includes 521 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. 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. Includes 1,250 options which vested solely as a result of the consummation of the Merger Agreement, which were cancelled and automatically converted into the right to receive a cash payment of $38.00 per share, less the applicable exercise price of the option, subject to any required withholding of taxes.

8. Includes 313 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.

9. 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.

10. Consists of unvested 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.

11. 1/8th of the shares subject to the option shall be come 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 shall become 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.

12. Includes 730 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.

13. Includes 6,403 unvested 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. Consists of unvested 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.

15. 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.

16. Consists of 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.

17. 1/4th of the shares subject to the option became vested and exercisable on September 22, 2015 and 1/48th of the shares subject to the option vest monthly thereafter.

18. 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.

19. 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.

20. Includes 2,187 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.

21. Includes 5,264 unvested 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.

22. 1/8th of the shares subject to the option shall be come 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 shall become 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.

23. Includes 2,917 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.

24. Includes 11,972 unvested 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 on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

25. Includes 2,019 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.

26. Includes 16,150 unvested 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 on the same vesting terms as immediately prior to the consummation of the Merger Agreement.

Remarks:

Executive Vice President, Corporate Development, General Counsel and Secretary

	/s/ John Morrow	01/11/2019
	** 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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John C Morrow Form 4Apptio / John C Morrow ownership change