Robert Charles Kramer - Jan 3, 2022 Form 4 Insider Report for APPIAN CORP (APPN)

Role
General Manager, Director
Signature
/s/ Angela Patterson, Attorney-in-Fact
Stock symbol
APPN
Transactions as of
Jan 3, 2022
Transactions value $
$16,622
Form type
4
Date filed
1/4/2022, 03:29 PM
Previous filing
Dec 6, 2021
Next filing
May 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APPN Class A Common Stock Conversion of derivative security $0 +13.5K +9.58% $0.00 154K Jan 3, 2022 Direct F1, F2, F3
transaction APPN Class A Common Stock Conversion of derivative security $0 +80 +0.05% $0.00 155K Jan 3, 2022 Direct F1, F2, F3
holding APPN Class A Common Stock 9.12K Jan 3, 2022 See Footnote F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction APPN Employee Stock Option (Right to Buy) Options Exercise $0 -13.5K -100% $0.00* 0 Jan 3, 2022 Class B Common Stock 13.5K $1.16 Direct F5
transaction APPN Class B Common Stock Options Exercise $15.7K +13.5K $1.16* 13.5K Jan 3, 2022 Class A Common Stock 13.5K Direct F2, F3
transaction APPN Employee Stock Option (Right to Buy) Options Exercise $0 -80 -80% $0.00 20 Jan 3, 2022 Class B Common Stock 80 $12.00 Direct F6
transaction APPN Class B Common Stock Options Exercise $960 +80 +0.59% $12.00 13.6K Jan 3, 2022 Class A Common Stock 80 Direct F2, F3
transaction APPN Class B Common Stock Conversion of derivative security $0 -13.6K -100% $0.00* 0 Jan 3, 2022 Class A Common Stock 13.6K Direct F2, F3
holding APPN Class B Common Stock 2.21M Jan 3, 2022 Class A Common Stock 2.21M See Footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Class B Common Stock, the Reporting Person converted shares of Class B Common Stock into shares of Class A Common Stock.
F2 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (1) any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer's certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes or (continued to Footnote (3))
F3 (continued from Footnote (2)) (2) the death or disability, as defined in the Issuer's certificate of incorporation, of the applicable Class B common stockholder (or nine months after the date of death or disability if the stockholder is one of the Issuer's founders). In addition, on the first trading day following the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate voting power of the Issuer's then outstanding capital stock, all outstanding shares of Class B Common Stock shall convert automatically into Class A Common Stock, and no additional shares of Class B Common Stock will be issued.
F4 The reported securities are owned directly by The Robert C. Kramer Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust.
F5 Fully vested.
F6 This option will vest in five equal annual installments commencing on April 25, 2018 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.