Novak Biddle Co V, LLC 4/A

Accession 0001441683-19-000033

CIK 0001441683other

View on SEC.gov Company Profile

Filed

Feb 13, 7:00 PM ET

Accepted

Feb 14, 9:24 AM ET

Size

34.2 KB

Accession

0001441683-19-000033

Insider Transaction Report

Form 4/AAmended

Period: 2018-12-12

APPIAN CORPAPPN

Novak Biddle Co V, LLC

10% Owner

Transactions

Conversion
Class A Common Stock
2018-12-12+1,091,751→ 1,091,751 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12−1,091,751→ 0 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12+364→ 2,302 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12+121→ 767 total(indirect: See Footnote)
Conversion
Class A Common Stock
2018-12-12+226,153→ 226,153 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12−226,153→ 0 total(indirect: See Footnote)
Conversion
Class B Common Stock
2018-12-12−1,091,751→ 286,723 total(indirect: See Footnote)
→ Class A Common Stock (1,091,751 underlying)
Other
Class B Common Stock
2018-12-12−286,723→ 0 total(indirect: See Footnote)
→ Class A Common Stock (286,723 underlying)
Other
Class B Common Stock
2018-12-12+286,723→ 286,723 total(indirect: See Footnote)
→ Class A Common Stock (286,723 underlying)
Other
Class B Common Stock
2018-12-12+45,429→ 313,547 total(indirect: See Footnote)
→ Class A Common Stock (45,429 underlying)
Other
Class B Common Stock
2018-12-12+15,142→ 104,508 total(indirect: See Footnote)
→ Class A Common Stock (15,142 underlying)
Conversion
Class B Common Stock
2018-12-12−226,153→ 0 total(indirect: See Footnote)
→ Class A Common Stock (226,153 underlying)

Novak Biddle Venture Partners V L P

10% Owner

Transactions

Conversion
Class A Common Stock
2018-12-12+1,091,751→ 1,091,751 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12−1,091,751→ 0 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12+364→ 2,302 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12+121→ 767 total(indirect: See Footnote)
Conversion
Class A Common Stock
2018-12-12+226,153→ 226,153 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12−226,153→ 0 total(indirect: See Footnote)
Conversion
Class B Common Stock
2018-12-12−1,091,751→ 286,723 total(indirect: See Footnote)
→ Class A Common Stock (1,091,751 underlying)
Other
Class B Common Stock
2018-12-12−286,723→ 0 total(indirect: See Footnote)
→ Class A Common Stock (286,723 underlying)
Other
Class B Common Stock
2018-12-12+286,723→ 286,723 total(indirect: See Footnote)
→ Class A Common Stock (286,723 underlying)
Other
Class B Common Stock
2018-12-12+45,429→ 313,547 total(indirect: See Footnote)
→ Class A Common Stock (45,429 underlying)
Other
Class B Common Stock
2018-12-12+15,142→ 104,508 total(indirect: See Footnote)
→ Class A Common Stock (15,142 underlying)
Conversion
Class B Common Stock
2018-12-12−226,153→ 0 total(indirect: See Footnote)
→ Class A Common Stock (226,153 underlying)

Novak E Rogers JR

10% Owner

Transactions

Conversion
Class A Common Stock
2018-12-12+1,091,751→ 1,091,751 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12−1,091,751→ 0 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12+364→ 2,302 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12+121→ 767 total(indirect: See Footnote)
Conversion
Class A Common Stock
2018-12-12+226,153→ 226,153 total(indirect: See Footnote)
Other
Class A Common Stock
2018-12-12−226,153→ 0 total(indirect: See Footnote)
Conversion
Class B Common Stock
2018-12-12−1,091,751→ 286,723 total(indirect: See Footnote)
→ Class A Common Stock (1,091,751 underlying)
Other
Class B Common Stock
2018-12-12−286,723→ 0 total(indirect: See Footnote)
→ Class A Common Stock (286,723 underlying)
Other
Class B Common Stock
2018-12-12+286,723→ 286,723 total(indirect: See Footnote)
→ Class A Common Stock (286,723 underlying)
Other
Class B Common Stock
2018-12-12+45,429→ 313,547 total(indirect: See Footnote)
→ Class A Common Stock (45,429 underlying)
Other
Class B Common Stock
2018-12-12+15,142→ 104,508 total(indirect: See Footnote)
→ Class A Common Stock (15,142 underlying)
Conversion
Class B Common Stock
2018-12-12−226,153→ 0 total(indirect: See Footnote)
→ Class A Common Stock (226,153 underlying)

Footnotes (12)

[F1]Pursuant to the terms of the Class B Common Stock, the Reporting Persons converted shares of Class B Common Stock into shares of Class A Common Stock.
[F10]Represents a distribution without additional consideration by NBCV to its members, excluding members affiliated with the Managing Members.
[F11]Represents a pro rata distribution without additional consideration by NBVPV to NBCV.
[F12]Represents a pro rata distribution without additional consideration from NBCV to members affiliated with the Managing Members.
[F2]On December 14, 2018, the Reporting Persons filed a Form 4, which inadvertently excluded the distribution of certain shares of the Issuer's Class B Common Stock (the "Distributed Shares"). This amendment corrects the exclusion of the Distributed Shares. This Form 4 amendment amends and restates the Form 4 filed by the Reporting Persons on December 14, 2018 in its entirety.
[F3]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 (4))
[F4](continued from Footnote (3)) (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.
[F5]The reported securities are owned directly by Novak Biddle Venture Partners V, L.P. ("NBVPV"). Novak Biddle Company V, LLC ("NBCV") is the general partner of NBVPV and A.G.W. Biddle III and E. Rogers Novak, Jr. (collectively, the "Managing Members") are the managing members of NBCV. Each of NBCV and the Managing Members disclaim beneficial ownership of all the shares owned by NBVPV and this report shall not be deemed an admission that either is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
[F6]Represents a pro rata distribution without additional consideration by NBVPV to its limited partners only, and not to its general partner NBCV.
[F7]The reported securities are owned directly by Novak Holdings, LLC ("NH"). Mr. Novak is the sole general member of NH.
[F8]The reported securities are owned directly by Wells Fargo Bank NA FBO E.R. Novak Jr. MGD IRA ("IRA"). Mr. Novak has sole voting and dispositive power of these shares.
[F9]The reported securities are owned directly by NBCV. The Managing Members are the managing members of NBCV. The Managing Members disclaim beneficial ownership of all the shares owned by NBCV and this report shall not be deemed an admission that they are the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.

Documents

1 file

4
wf-form4a_155015425226717.xml
FORM 4/A

Issuer

APPIAN CORP

CIK 0001441683

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001707252

Filing Metadata

Form type: 4/A
Filed: Feb 13, 7:00 PM ET
Accepted: Feb 14, 9:24 AM ET
Size: 34.2 KB

View on SEC.gov