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Item 1(a).
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Name of Issuer
:
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Appian Corporation (the "Issuer").
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Item 1(b).
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Address of Issuer's Principal Executive Offices
:
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11955 Democracy Drive, Suite 1700, Reston, Virginia 20190.
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Item 2(a).
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Names of Persons Filing:
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This statement is being filed by New Enterprise Associates 14, L.P. ("NEA 14"); NEA Partners 14, L.P. ("NEA Partners 14"), which is the sole general partner of NEA 14; NEA 14 GP, LTD ("NEA 14 GP"), which is the sole general partner of NEA Partners 14; and M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Patrick J. Kerins ("Kerins"), David M. Mott ("Mott"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (collectively, the "Directors"). The Directors are the individual directors of NEA 14 GP. NEA 14, NEA Partners 14, NEA 14 GP and the Directors are sometimes referred to collectively herein as the "Reporting Persons".
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
:
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The address of the principal business office of NEA 14, NEA Partners 14 and NEA 14 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barrett, Barris, Kerins and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Florence is New Enterprise Associates, 104 5
th
Avenue, 19
th
Floor, New York, NY 10001.
Each of NEA 14 and NEA Partners 14 is a Cayman Islands exempted limited partnership. NEA 14 GP is a Cayman Islands exempted company. Each of the Directors is a United States citizen.
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Item 2(d).
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Title of Class of Securities
:
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Class A common stock, $.0001 par value ("Common Stock").
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Item 2(e).
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CUSIP Number
:
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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Not applicable.
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CUSIP No. 03782L101
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13G
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Page 15 of 22
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(a)
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Amount Beneficially Owned: NEA 14 is the record owner of Class B common stock ("Class B Common Stock") as described below. As described in the Issuer's prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on November 16, 2017 (the "Prospectus"), holders of Class B Common Stock are entitled to ten votes per share while holders of the Common Stock are entitled to one vote per share. In addition, holders of Class B Common Stock and holders of Common Stock generally vote together as a single class. This single class would consist of 60,471,930 shares, which includes (i) 11,003,271 shares of Common Stock (the "Prospectus Shares") and (ii) 49,468,659 shares of Class B Common Stock reported by the Issuer to be outstanding immediately following the offering described in the Prospectus. As further described in the Prospectus, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and each such share will convert automatically into Common Stock upon the occurrence of certain other events.
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NEA 14 is the record owner of 2,724,202 shares of Class B common stock as of December 31, 2017 (the "Class B Common Stock"). As each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock, as described above, NEA 14 may therefore be deemed to own beneficially 2,724,202 shares of Common Stock (the "Shares"). As the sole general partner of NEA 14, NEA Partners 14 may be deemed to own beneficially the Shares. As the sole general partner of NEA Partners 14, NEA 14 GP likewise may be deemed to own beneficially the Shares. As the individual Directors of NEA 14 GP, each of the Directors also may be deemed to own beneficially the Shares.
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(b)
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Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 13,727,473 shares which includes (i) the Prospectus Shares reported by the Issuer to be outstanding as of the Prospectus and (ii) the 2,724,202 shares of Common Stock into which the Class B Common Stock are convertible.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See Line 5 of cover sheets.
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(ii)
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shared power to vote or to direct the vote: See Line 6 of cover sheets.
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(iii)
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sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
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Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
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Item 5.
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Ownership of Five Percent or Less of a Class
.
|
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
.
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Not applicable.
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CUSIP No. 03782L101
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13G
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Page 16 of 22
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Item 8.
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Identification and Classification of Members of the Group
.
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Not applicable. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
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Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).
Material to be Filed as Exhibits
.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 03782L101
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13G
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Page 17 of 22
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