Statement of Changes in Beneficial Ownership (4)
December 06 2021 - 4:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
*
Kramer Robert Charles |
2. Issuer Name and Ticker or Trading Symbol
APPIAN CORP
[
APPN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Manager |
(Last)
(First)
(Middle)
C/O APPIAN CORPORATION, 7950 JONES BRANCH DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2021 |
(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/3/2021 | | C(1) | | 24750 | A | $0 (2)(3) | 140925 | D | |
Class A Common Stock | | | | | | | | 9120 | I | See Footnote (4) |
Table II - Derivative Securities 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 | 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 Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | $1.16 | 12/3/2021 | | M | | | 24750 | (5) | 1/27/2022 | Class B Common Stock | 24750.0 | $0 | 13502 | D | |
Class B Common Stock | (2)(3) | 12/3/2021 | | M | | 24750 | | (2)(3) | (2)(3) | Class A Common Stock | 24750.0 | $1.16 | 24750 | D | |
Class B Common Stock | (2)(3) | 12/3/2021 | | C | | | 24750 | (2)(3) | (2)(3) | Class A Common Stock | 24750.0 | $0 | 0 | D | |
Class B Common Stock | (2)(3) | | | | | | | (2)(3) | (2)(3) | Class A Common Stock | 2213478.0 | | 2213478 | I | See Footnote (4) |
Explanation of Responses: |
(1) | 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. |
(2) | 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)) |
(3) | (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. |
(4) | The reported securities are owned directly by The Robert C. Kramer Trust (the "Trust"). The Reporting Person is the sole trustee and beneficiary of the Trust. |
(5) | Fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kramer Robert Charles C/O APPIAN CORPORATION 7950 JONES BRANCH DRIVE MCLEAN, VA 22102 | X |
| General Manager |
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Signatures
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/s/ Angela Patterson, Attorney-in-Fact | | 12/6/2021 |
**Signature of Reporting Person | Date |
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