SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Lynch Mark Steven

(Last) (First) (Middle)
C/O APPIAN CORPORATION
11955 DEMOCRACY DRIVE, SUITE 1700

(Street)
RESTON VA 20190

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2017
3. Issuer Name and Ticker or Trading Symbol
APPIAN CORP [ APPN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (1) 10/01/2018 Class B Common Stock 72,200 0.58 D
Employee Stock Option (Right to Buy) (1) 02/11/2019 Class B Common Stock 2,000 0.58 D
Employee Stock Option (Right to Buy) (1) 01/27/2022 Class B Common Stock 60,000 1.16 D
Employee Stock Option (Right to Buy) (1) 05/01/2022 Class B Common Stock 1,000 1.16 D
Employee Stock Option (Right to Buy) (2) 06/03/2024 Class B Common Stock 20,000 3.67 D
Employee Stock Option (Right to Buy) (3) 01/07/2025 Class B Common Stock 20,000 4.105 D
Employee Stock Option (Right to Buy) (4) 07/20/2026 Class B Common Stock 150,000 9.46 D
Employee Stock Option (Right to Buy) (5) 04/25/2027 Class B Common Stock 100 12 D
Explanation of Responses:
1. Fully vested. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.
2. This option vested with respect to one-fifth of the shares subject to this option on each of June 3, 2015 and June 3, 2016. The remaining shares subject to this option will vest in three equal annual installments commencing on June 3, 2017 and on the next two anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.
3. This option vested with respect to one-fifth of the shares subject to this option on each of January 7, 2016 and January 7, 2017. The remaining shares subject to this option will vest in three equal annual installments commencing on January 7, 2018 and on the next two anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.
4. This option will vest in five equal annual installments commencing on July 20, 2017 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.
5. This option will vest in five equal annual installments commencing on April 25, 2018 and on each of the next four anniversaries thereof, subject to the Reporting Person's continued service to the Issuer through each vesting date. The shares subject to this option become exercisable upon the earlier of (a) a change of control or (b) the closing of the Issuer's initial public offering.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Lauren Ackermann, Attorney-in-Fact 05/24/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Christopher Winters, Lauren Ackermann and Eric
Jensen, signing individually, the undersigned's true and lawful
attorneys-in fact and agents to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director or beneficial owner of more than 10%
of a registered class of securities of Appian Corporation, Forms 3, 4,
and 5 (including any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder and a Form ID, Uniform Application for Access
Codes to File on EDGAR;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to execute such Forms 3, 4, or 5, or
Form ID (including any amendments thereto) and timely file such forms with
the United States Securities and Exchange Commission and any stock exchange
or similar authority, including creating a new passphrase and generating
new EDGAR access codes via the EDGAR filer manager website; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is Appian Corporation
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.This Power of Attorney shall remain in full
force and effect until the earliest to occur of (a) the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by Appian Corporation,
(b) revocation by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually,
until such attorney-in-fact is no longer employed by Appian Corporation or
Cooley LLP.
The undersigned has caused this Power of Attorney to be executed as of
May 8, 2017.


/s/ Mark Lynch
Mark Lynch
Chief Financial Officer