Lynch Mark Steven Form 4 APPIAN / Mark Steven Lynch 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^*

Lynch Mark Steven

(Last) (First) (Middle)

C/O APPIAN CORPORATION

7950 JONES BRANCH DRIVE

(Street)

TYSONS VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APPIAN CORP [ APPN ]

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)
11/06/2019

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	11/06/2019		M		10,000	A	$0(1)	16,950	D
Class A Common Stock	11/06/2019		S(2)		1,848	D	$41.57(3)	15,102	D
Class A Common Stock	11/06/2019		S(2)		2,752	D	$42.08(4)	12,350	D
Class A Common Stock	11/06/2019		S(2)		4,741	D	$41.55(5)	7,609	D
Class A Common Stock	11/06/2019		S(2)		2,209	D	$42.14(6)	5,400	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(7)	11/06/2019		M			10,000	(8)	(8)	Class A Common Stock	10,000	$0	30,000	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") converts into Class A Common Stock on a one-for-one basis.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 9, 2018, as amended.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.89 to $41.885, inclusive. 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 in this footnote (3).

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.90 to $42.34, inclusive. The Reporting Person undertakes to provide to Appian Corporation, any security holder of Appian Corporation, 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 in this footnote (4).

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.94 to $41.93, inclusive. The Reporting Person undertakes to provide to Appian Corporation, any security holder of Appian Corporation, 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 in this footnote (5).

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.96 to $42.34, inclusive. The Reporting Person undertakes to provide to Appian Corporation, any security holder of Appian Corporation, 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 in this footnote (6).

7. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock (or its cash equivalent, at the discretion of the Issuer).

8. The RSUs were granted on October 25, 2017 and vest in five (5) equal annual installments commencing on November 5, 2018, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date.

Remarks:

	/s/ Angela Patterson, Attorney-in-Fact	11/08/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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