Matthew W. Calkins - Oct 1, 2024 Form 4 Insider Report for APPIAN CORP (APPN)

Role: CEO and President, Director, 10%+ Owner
Signature: /s/ Angela Patterson, Attorney-in-Fact
Stock symbol: APPN
Transactions as of: Oct 1, 2024
Transactions value $: $13,661,971
Form type: 4
Date filed: 10/1/2024, 05:23 PM
Previous filing: Jun 10, 2022
Next filing: Nov 13, 2024

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		+1.44M	+371.85%		1.83M	Oct 1, 2024	Direct	F1, F2

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	-1.44M	-100%	$0.00	0	Oct 1, 2024	Class B Common Stock	1.44M	$9.46	Direct	F3
transaction	APPN	Class B Common Stock	Options Exercise	$13.7M	+1.44M		$9.46	1.44M	Oct 1, 2024	Class A Common Stock	1.44M		Direct	F1, F2
transaction	APPN	Class B Common Stock	Conversion of derivative security	$0	-1.44M	-100%	$0.00	0	Oct 1, 2024	Class A Common Stock	1.44M		Direct	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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))
F2	(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.
F3	The option provided for vesting upon the occurrence of (a) a change of control in which the value per share of the Class A common stock is equal or greater than $28.38 and/or (b) the Class A common stock trades at or above $28.38 for a period equal to or greater than ninety (90) calendar days following the closing of the initial public offering. All of the options are fully vested.
F4	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.