If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 03782L101
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Page 2 of 9
Pages
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|
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|
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1.
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NAME OF
REPORTING PERSONS
Abdiel Qualified Master Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
4,990,979
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
4,990,979
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,990,979
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12.
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|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
37.9%(1)(2)
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14.
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TYPE OF REPORTING PERSON
PN
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(1)
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Based on 13,178,927 shares of Class A common stock, $0.0001 par value per share, outstanding as of February 12, 2018, as reported in Appian Corporations (the Issuer) Annual Report on Form
10-K
for the period ended December 31, 2017, filed with the SEC on February 23, 2018.
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(2)
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Represents approximately 1.0% of the total voting power of all outstanding shares of Class A and Class B common stock.
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CUSIP No. 03782L101
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Page 3 of 9
Pages
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1.
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NAME OF
REPORTING PERSONS
Abdiel Capital, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
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2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
|
4.
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SOURCE OF FUNDS
WC
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5.
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|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
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8.
|
|
SHARED VOTING POWER
184,906
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|
9.
|
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SOLE DISPOSITIVE POWER
0
|
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10.
|
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SHARED DISPOSITIVE POWER
184,906
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11.
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,906
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12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.4%(1)(2)
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14.
|
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TYPE OF REPORTING PERSON
PN
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(1)
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Based on 13,178,927 shares of Class A common stock outstanding as of February 12, 2018, as reported in the Issuers Annual Report on Form
10-K
for the period ended
December 31, 2017, filed with the SEC on February 23, 2018.
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(2)
|
Represents approximately 0.04% of the total voting power of all outstanding shares of Class A and Class B common stock.
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CUSIP No. 03782L101
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Page 4 of 9
Pages
|
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1.
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NAME OF
REPORTING PERSONS
Abdiel Capital Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
AF
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
☐
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
5,175,885(1)
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
5,175,885(1)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,175,885(1)
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
39.3%(2)(3)
|
14.
|
|
TYPE OF REPORTING PERSON
OO
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(1)
|
Consists of 4,990,979 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 184,906 shares of Class A common stock held by Abdiel Capital, LP.
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(2)
|
Based on 13,178,927 shares of Class A common stock outstanding as of February 12, 2018, as reported in the Issuers Annual Report on Form
10-K
for the period ended
December 31, 2017, filed with the SEC on February 23, 2018.
|
(3)
|
Represents approximately 1.1% of the total voting power of all outstanding shares of Class A and Class B common stock.
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CUSIP No. 03782L101
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Page 5 of 9
Pages
|
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|
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|
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|
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1.
|
|
NAME OF
REPORTING PERSONS
Abdiel Capital Advisors, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
AF
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
☐
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
5,175,885(1)
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
5,175,885(1)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,175,885(1)
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
39.3%(2)(3)
|
14.
|
|
TYPE OF REPORTING PERSON
PN, IA
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(1)
|
Consists of 4,990,979 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 184,906 shares of Class A common stock held by Abdiel Capital, LP.
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(2)
|
Based on 13,178,927 shares of Class A common stock outstanding as of February 12, 2018, as reported in the Issuers Annual Report on Form
10-K
for the period ended
December 31, 2017, filed with the SEC on February 23, 2018.
|
(3)
|
Represents approximately 1.1% of the total voting power of all outstanding shares of Class A and Class B common stock.
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CUSIP No. 03782L101
|
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Page 6 of 9
Pages
|
|
|
|
|
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|
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1.
|
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NAME OF
REPORTING PERSONS
Colin T. Moran
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS
AF
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
☐
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
5,175,885(1)
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
5,175,885(1)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,175,885(1)
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
39.3%(2)(3)
|
14.
|
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Consists of 4,990,979 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 184,906 shares of Class A common stock held by Abdiel Capital, LP.
|
(2)
|
Based on 13,178,927 shares of Class A common stock outstanding as of February 12, 2018, as reported in the Issuers Annual Report on Form
10-K
for the period ended
December 31, 2017, filed with the SEC on February 23, 2018.
|
(3)
|
Represents approximately 1.1% of the total voting power of all outstanding shares of Class A and Class B common stock.
|
|
|
|
CUSIP No. 03782L101
|
|
Page 7 of 9 Pages
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AMENDMENT NO. 13 TO SCHEDULE 13D
This Amendment No. 13 (Amendment No. 13) amends and supplements the Schedule 13D filed on June 12, 2017 (the Original
Schedule 13D) as amended by Amendment No. 1 thereto on June 27, 2017 (Amendment No. 1), Amendment No. 2 thereto on June 29, 2017 (Amendment No. 2), Amendment No. 3 thereto on
July 3, 2017 (Amendment No. 3), Amendment No. 4 thereto on July 7, 2017 (Amendment No. 4), Amendment No. 5 thereto on July 12, 2017 (Amendment No. 5), Amendment No. 6
thereto on July 31, 2017 (Amendment No. 6), Amendment No. 7 thereto on October 26, 2017 (Amendment No. 7), Amendment No. 8 thereto on November 20, 2017 (Amendment No. 8),
Amendment No. 9 thereto on November 30, 2017 (Amendment No. 9), Amendment No. 10 thereto on December 12, 2017 (Amendment No. 10), Amendment No. 11 thereto on December 15, 2017
(Amendment No. 11) and Amendment No. 12 thereto on February 23, 2018 (Amendment No. 12 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, the Schedule 13D), relating to the shares of
Class A common stock, $0.0001 par value per share (the Common Stock), of Appian Corporation (the Issuer). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.
Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 13 shall have the same meanings
herein as are ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented by adding the following:
In a series of transactions completed through March 20, 2018, the Reporting Persons acquired an aggregate amount of 158,656 shares of the Common Stock
for the accounts of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $4.2 million (including commissions). The source of funds used to acquire the 158,656 shares of Common Stock was the
working capital of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof as follows:
(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment
No. 13.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this
Amendment No. 13 and Item 2(c) of the Schedule 13D.
Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:
(c) Information with respect to all transactions in the Common Stock which were effected by each of the Reporting Persons since the filing of Amendment
No. 12 is set forth on Exhibit N attached hereto and incorporated herein by reference.
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CUSIP No. 03782L101
|
|
Page 8 of 9 Pages
|
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by amending and restating it as follows:
Exhibit A Joint Filing Agreement (filed as Exhibit A to the Schedule 13D on June 12, 2017)
Exhibit B Information with respect to Transactions Effected During the Past Sixty Days (filed as Exhibit B to the Schedule 13D on June 12, 2017)
Exhibit C Information with respect to Transactions Effected Since the Filing of the Schedule 13D (filed as Exhibit C to Amendment No. 1 on
June 27, 2017)
Exhibit D Information with respect to Transactions Effected Since the Filing of Amendment No. 1 (filed as Exhibit D to
Amendment No. 2 on June 29, 2017)
Exhibit E Information with respect to Transactions Effected Since the Filing of Amendment No. 2
(filed as Exhibit E to Amendment No. 3 on July 3, 2017)
Exhibit F Information with respect to Transactions Effected Since the Filing of
Amendment No. 3 (filed as Exhibit F to Amendment No. 4 on July 7, 2017)
Exhibit G Information with respect to Transactions Effected
Since the Filing of Amendment No. 4 (filed as Exhibit G to Amendment No. 5 on July 12, 2017)
Exhibit H Information with respect to
Transactions Effected Since the Filing of Amendment No. 5 (filed as Exhibit H to Amendment No. 6 on July 31, 2017)
Exhibit I
Information with respect to Transactions Effected During the Past Sixty Days (filed as Exhibit I to Amendment No. 7 on October 26, 2017)
Exhibit J Information with respect to Transactions Effected Since the Filing of Amendment No. 7 (filed as Exhibit J to Amendment No. 8 on
November 20, 2017)
Exhibit K Information with respect to Transactions Effected Since the Filing of Amendment No. 8 (filed as Exhibit K
to Amendment No. 9 on November 30, 2017)
Exhibit L Information with respect to Transactions Effected Since the Filing of Amendment
No. 9 (filed as Exhibit L to Amendment No. 10 on December 12, 2017)
Exhibit M Information with respect to Transactions Effected
Since the Filing of Amendment No. 10 (filed as Exhibit M to Amendment No. 11 on December 15, 2017)
Exhibit N Information with
respect to Transactions Effected Since the Filing of Amendment No. 12*
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CUSIP No. 03782L101
|
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Page 9 of 9 Pages
|
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 20, 2018
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ABDIEL QUALIFIED MASTER FUND, LP
|
|
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By:
|
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Abdiel Capital Management, LLC,
|
|
|
its General Partner
|
|
|
|
By:
|
|
/s/ Colin T. Moran
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|
|
Colin T. Moran, Managing Member
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|
|
|
ABDIEL CAPITAL, LP
|
|
|
By:
|
|
Abdiel Capital Management, LLC,
|
|
|
its General Partner
|
|
|
|
By:
|
|
/s/ Colin T. Moran
|
|
|
Colin T. Moran, Managing Member
|
|
|
|
ABDIEL CAPITAL MANAGEMENT, LLC
|
|
|
By:
|
|
/s/ Colin T. Moran
|
|
|
Colin T. Moran, Managing Member
|
|
|
|
ABDIEL CAPITAL ADVISORS, LP
|
|
|
By:
|
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Abdiel Capital Partners, LLC,
|
|
|
its General Partner
|
|
|
|
By:
|
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/s/ Colin T. Moran
|
|
|
Colin T. Moran, Managing Member
|
|
|
|
COLIN T. MORAN
|
|
|
By:
|
|
/s/ Colin T. Moran
|
|
|
Colin T. Moran, Individually
|