Annual Statement of Changes in Beneficial Ownership (5)
February 14 2020 - 12:44PM
Edgar (US Regulatory)
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Calkins Matthew W | 2. Issuer Name and Ticker or Trading SymbolAPPIAN CORP [APPN] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and President |
(Last)
(First)
(Middle)
7950 JONES BRANCH DRIVE | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2019 |
(Street)
TYSONS, VA 22102
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (MM/DD/YYYY) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | | | | | | | (1)(2) | (1)(2) | Class A Common Stock | 20899710.0 | | 20899710 | I | See Footnote (3) |
Class B Common Stock | | | | | | | (1)(2) | (1)(2) | Class A Common Stock | 6941070.0 | | 6941070 | I | See Footnote (4) |
Class B Common Stock | | | | | | | (1)(2) | (1)(2) | Class A Common Stock | 33832.0 | | 33832 | I | See Footnote (5) |
Explanation of Responses: |
(1) | 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 (2)) |
(2) | (continued from Footnote (1)) (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. |
(3) | The reportable securities are owned directly by Calkins Family LLC ("Family"). The Reporting Person serves as the managing member of Family. |
(4) | The reportable securities are owned directly by Wallingford LLC ("Wallingford"). The Reporting Person serves as the managing member of Wallingford. |
(5) | The reportable securities are owned directly by Matthew Calkins Family Trust I LLC ("Family Trust"). The Reporting Person's family member is the trustee of Family Trust. The Reporting Person disclaims beneficial ownership of the securities held by Family Trust and this report shall not be deemed an admission of beneficial ownership of such securities for the purposes of Section 16 or for any other purpose, except to the extent of any pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Calkins Matthew W 7950 JONES BRANCH DRIVE TYSONS, VA 22102 | X | X | CEO and President |
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Signatures
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/s/ Angela Patterson, Attorney-in-Fact | | 2/14/2020 |
**Signature of Reporting Person | Date |
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