Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 4:59PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES
13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO
13d-2
(b)
(Amendment No. 1)
Appian
Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
03782L101
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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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).
(Continued on following
pages)
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CUSIP #03782L101
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Page
2
of 8
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1
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NAME OF
REPORTING PERSONS
Novak Biddle Venture Partners V, L.P. (NBVP
V)
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2
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP #03782L101
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Page
3
of 8
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1
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NAME OF
REPORTING PERSONS
Novak Biddle Company V, L.L.C.
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2
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP #03782L101
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Page
4
of 8
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1
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NAME OF
REPORTING PERSONS
E. Rogers Novak, Jr.
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2
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
421,124 shares, 3,069 of which are shares of Class A Common Stock and 418,055 of
which are shares of Class B Common Stock.
1
Novak Holdings, LLC (Novak Holdings), of which Novak is the sole owner, directly owns 2,302 shares of Class A Common Stock and
313,547 shares of Class B Common Stock. Wells Fargo Bank NA FBO E.R. Novak Jr MGD IRA (Novak IRA), with respect to which Novak has sole voting and dispositive power, owns 767 shares of Class A Common Stock and 104,508 shares of
Class B Common Stock.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
421,124 shares, 3,069 of which are shares of Class A Common Stock and 418,055 of
which are shares of Class B Common Stock.
1
Novak Holdings, LLC (Novak Holdings), of which Mr. Novak is the sole owner, directly owns 2,302 shares of Class A Common Stock
and 313,547 shares of Class B Common Stock. Wells Fargo Bank NA FBO E.R. Novak Jr MGD IRA (Novak IRA), with respect to which Mr. Novak has sole voting and dispositive power, owns 767 shares of Class A Common Stock and
104,508 shares of Class B Common Stock.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,124 shares of Class A Common Stock and Class B Common Stock combined
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
1.5%(2)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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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 transfer thereof, subject to certain exceptions. The rights of
holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. The holders of Class A Common Stock are entitled to one vote per share, and the holders of Class B
Common Stock are entitled to ten votes per share, on all matters that are subject to stockholder vote. The holders of Class B Common Stock also have approval rights for certain corporate actions.
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(2)
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Based on 28,541,305 shares, calculated as follows: (i) 28,123,250 shares of Class A common stock
outstanding as of October 29, 2018, as reported on the Issuers Form
10-Q
for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 1, 2018;
and (ii) 418,055 shares of Class B common stock immediately convertible into the same number of shares of Class A common stock.
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CUSIP #03782L101
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Page
5
of 8
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1
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NAME OF
REPORTING PERSONS
A.G.W. Biddle, III
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2
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
430,176 shares, 11,064 of which are shares of Class A Common Stock and 419,112 of
which are shares of Class B Common Stock.
1
Mr. Biddle, a member of the Issuers board of directors, directly owns 4,925 shares of Class A Common Stock granted under the
Issuers equity incentive plan. Jack Biddle, Inc. (JBI), of which Mr. Biddle is the President of, directly owns 6,139 shares of Class A Common Stock and 300,675 shares of Class B Common Stock. Southgate Partner I
(Southgate I), a family trust established for the benefit of Mr. Biddles child and for whom Mr. Biddle serves the trustee, directly owns 39,479 shares of Class B Common Stock. Southgate Partner II (Southgate
II), a family trust established for the benefit of Mr. Biddles child and for whom Mr. Biddle serves the trustee, directly owns 39,479 shares of Class B Common Stock. Southgate Partner III (Southgate III), a
family trust established for the benefit of Mr. Biddles child and for whom Mr. Biddle serves the trustee, directly owns 39,479 shares of Class B Common Stock.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
430,176 shares, 11,064 of which are shares of Class A Common Stock and 419,112 of
which are shares of Class B Common Stock.
1
Mr. Biddle, a member of the Issuers board of directors, directly owns 4,925 shares of Class A Common Stock granted under the
Issuers equity incentive plan. Jack Biddle, Inc. (JBI), of which Mr. Biddle is the President of, directly owns 6,139 shares of Class A Common Stock and 300,675 shares of Class B Common Stock. Southgate Partner I
(Southgate I), a family trust established for the benefit of Mr. Biddles child and for whom Mr. Biddle serves the trustee, directly owns 39,479 shares of Class B Common Stock. Southgate Partner II (Southgate
II), a family trust established for the benefit of Mr. Biddles child and for whom Mr. Biddle serves the trustee, directly owns 39,479 shares of Class B Common Stock. Southgate Partner III (Southgate III), a
family trust established for the benefit of Mr. Biddles child and for whom Mr. Biddle serves the trustee, directly owns 39,479 shares of Class B Common Stock.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,176 shares of Class A Common Stock and Class B Common Stock combined
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
1.5%(2)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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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 transfer thereof, subject to certain exceptions. The rights of
holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. The holders of Class A Common Stock are entitled to one vote per share, and the holders of Class B
Common Stock are entitled to ten votes per share, on all matters that are subject to stockholder vote. The holders of Class B Common Stock also have approval rights for certain corporate actions.
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(2)
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Based on 28,542,362 shares, calculated as follows: (i) 28,123,250 shares of Class A common stock
outstanding as of October 29, 2018, as reported on the Issuers Form
10-Q
for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 1, 2018;
and (ii) 419,112 shares of Class B common stock immediately convertible into the same number of shares of Class A common stock.
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CUSIP #03782L101
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Page
6
of 8
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This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G previously
filed by NBVP, NBC V, Biddle and Novak Holdings (collectively, the Reporting Persons) on January 31, 2018 (together with all prior and current amendments thereto, this Schedule 13G). Only those items that are hereby
reported are amended; all other items reported in the Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this
Amendment No. 1 have the meanings ascribed to them in the Schedule 13G.
The approximate percentages of Class A Common Stock reported as beneficially owned by the Reporting Persons (on an
as-converted
basis) are based upon (i) 28,123,250 shares of Class A Common Stock outstanding as of October 29, 2018, as reported by the Issuer on its Form
10-Q
filed with the United States and Securities Commission on November 1, 2018, plus, (i) in the case of Mr. Novak, 418,055 shares of Class B common stock immediately convertible into the same number of shares of Class A common
stock, or (ii) in the case of Mr. Biddle, 419,112 shares of Class B common stock immediately convertible into the same number of shares of Class A common stock.
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(a)
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Amount beneficially owned
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See Row 9 of cover page for each Reporting Person.
See Row 11 of cover page for each Reporting Person.
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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
:
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See Row 5 of cover page for each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote
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See Row 6 of cover page for each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of
:
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See Row 7 of cover page for each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of
:
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See Row 8 of cover page for each Reporting Person.
ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of
the class of securities, check the following: ☒
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CUSIP #03782L101
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Page
7
of 8
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2019
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NOVAK BIDDLE VENTURE PARTNERS V, L.P.
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By: Novak Biddle Company V, L.L.C., its managing member
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By:
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/s/ A.G.W. Biddle, III
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Name:
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A.G.W. Biddle, III
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Title:
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Managing Member
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NOVAK BIDDLE COMPANY V, L.L.C.
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By:
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/s/ A.G.W. Biddle, III
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Name:
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A.G.W. Biddle, III
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Title:
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Managing Member
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/s/ E. Rogers Novak, Jr.
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E. Rogers Novak, Jr.
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/s/ A.G.W. Biddle, III
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A.G.W. Biddle, III
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CUSIP #03782L101
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Page
8
of 8
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EXHIBIT INDEX
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Exhibit
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Exhibit A: Agreement of Joint Filing
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