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)
05/09/2018

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)
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	05/09/2018		C⁽¹⁾		4,167	A	$0.00	35,517⁽²⁾	D
Class A Common Stock	05/09/2018		C⁽¹⁾		1,562	A	$0.00	37,079⁽³⁾	D
Class A Common Stock	05/09/2018		C⁽¹⁾		938	A	$0.00	38,017⁽⁴⁾	D
Class A Common Stock	05/09/2018		C⁽¹⁾		4,375	A	$0.00	42,392⁽⁵⁾	D
Class A Common Stock	05/09/2018		S⁽⁶⁾		11,042	D	$32.0147⁽⁷⁾	31,350⁽⁸⁾	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)	$12.64	05/09/2018		M			4,167	⁽⁹⁾	09/29/2024	Class B Common Stock	4,167	$0.00	10,417	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		M		4,167		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	4,167	$0.00	4,167	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		C			4,167	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	4,167	$0.00	0	D
Stock Option (right to buy)	$13.55	05/09/2018		M			1,562	⁽¹¹⁾	02/19/2025	Class B Common Stock	1,562	$0.00	5,730	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		M		1,562		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1,562	$0.00	1,562	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		C			1,562	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1,562	$0.00	0	D
Stock Option (right to buy)	$13.99	05/09/2018		M			938	⁽¹²⁾	05/06/2025	Class B Common Stock	938	$0.00	3,750	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		M		938		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	938	$0.00	938	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		C			938	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	938	$0.00	0	D
Stock Option (right to buy)	$14.31	05/09/2018		M			4,375	⁽¹³⁾	11/05/2025	Class B Common Stock	4,375	$0.00	38,647	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		M		4,375		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	4,375	$0.00	4,375	D
Class B Common Stock	$0.00⁽¹⁰⁾	05/09/2018		C			4,375	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	4,375	$0.00	0	D

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 31,350 RSUs that represent contingent rights to receive 31,350 shares of the Issuer's Class A Common Stock upon settlement and 4,167 shares of Class A Common Stock.

3. Includes 31,350 RSUs that represent contingent rights to receive 31,350 shares of the Issuer's Class A Common Stock upon settlement and 5,729 shares of Class A Common Stock.

4. Includes 31,350 RSUs that represent contingent rights to receive 31,350 shares of the Issuer's Class A Common Stock upon settlement and 6,667 shares of Class A Common Stock.

5. Includes 31,350 RSUs that represent contingent rights to receive 31,350 shares of the Issuer's Class A Common Stock upon settlement and 11,042 shares of Class A Common Stock.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 21, 2018.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.825 to $32.41. 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 range set forth above.

8. Includes 31,350 RSUs that represent contingent rights to receive 31,350 shares of the Issuer's Class A Common Stock upon settlement.

9. 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.

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.

11. 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.

12. 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.

13. 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 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:

Executive Vice President, Corporate Development, General Counsel and Secretary

	/s/ John Morrow	05/11/2018
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

John C Morrow Form 4Apptio / John C Morrow ownership change