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Form S-8

As filed with the Securities and Exchange Commission on May 30, 2017

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Appian Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   54-1956084

(State or other jurisdiction of

Incorporation or organization)

  

(I.R.S. Employer

Identification No.)

11955 Democracy Drive, Suite 1700

Reston, Virginia 20190

(Address of principal executive offices) (Zip code)

2007 Stock Option Plan, as amended

2017 Equity Incentive Plan

(Full title of the plan)

Christopher Winters

General Counsel

Appian Corporation

11955 Democracy Drive, Suite 1700

Reston, Virginia 20190

(703) 442-8844

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Nicole Brookshire

Eric Jensen

Brian F. Leaf

Richard Segal

Cooley LLP

11951 Freedom Drive

Reston, VA 20190

(703) 456-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
Emerging growth company   ☒     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

  

Amount

to be

Registered(1)

  

Proposed

Maximum

Offering Price

per Share

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount of

Registration Fee

Class A Common Stock, par value $0.0001 per share

                

– 2017 Equity Incentive Plan

   6,421,442(2)   $15.675(5)   $100,656,103.35   $11,666.04

– 2007 Stock Option Plan

   7,776,168(3)   $—(6)   $—   $—

Class B Common Stock, par value $0.0001 per share

                

– 2007 Equity Incentive Plan

   7,776,168(4)   $5.94(7)   $46,190,438.92   $5,353.47

Total

   21,973,778       $146,846,542.27   $17,019.51

 

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A or Class B common stock, par value $0.0001 (the “Common Stock”) that become issuable under the 2007 Stock Option Plan, as amended (the “2007 Plan”) and the 2017 Equity Incentive Plan (the “2017 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the Registrant’s outstanding shares of Common Stock.
(2) Represents shares of Class A common stock reserved for future issuance under the 2017 Plan. Pursuant to the terms of the 2017 Plan, a number of shares equal to any shares subject to outstanding awards originally granted under the Registrant’s 2007 Plan that expire or terminate, or are forfeited, for any reason prior to exercise shall become available for issuance pursuant to share awards granted under the 2017 Plan, subject to certain limitations.
(3) Represents shares of Class A common stock issuable upon conversion of Class B common stock underlying options outstanding under the 2007 Plan. Any such shares of Class A common stock that are issuable upon the conversion of Class B common stock subject to stock options under the 2007 Plan that expire or terminate, or are forfeited, for any reason prior to exercise shall become available for issuance under the 2017 Plan. See footnote 2 above.
(4) Represents shares of Class B common stock reserved for issuance pursuant to stock options outstanding under the 2007 Plan. A number of shares equal to any shares of Class B common stock that are subject to stock options under the 2007 Plan that expire or terminate, or are forfeited, for any reason prior to exercise and would otherwise have been returned to the share reserve under the 2007 Plan shall become available for issuance as Class A common stock under the 2017 Plan. See footnote 2 above.
(5) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $15.675, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on May 25, 2017.
(6) Pursuant to Rule 457(i), there is no fee associated with the registration of shares of Class A common stock issuable upon conversion of shares of any Class B common stock (a convertible security) being registered under this Registration Statement because no additional consideration will be received in connection with the conversion of shares of Class B common stock.
(7) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted-average exercise price for outstanding options granted pursuant to the 2007 Plan.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Appian Corporation (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s prospectus dated May 24, 2017 filed pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-217510), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

(b) The description of the Registrant’s Class A Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on May 18, 2017 (File No. 001-38098) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4. DESCRIPTION OF SECURITIES

See the description of the Registrant’s Class A and Class B common stock contained in the Registration Statement on Form S-1 (File No. 333-217510).

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is incorporated under the laws of the State of Delaware. Section 102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

As permitted by the DGCL, (A) the Registrant’s amended and restated certificate of incorporation provides that the Registrant is authorized to indemnify its directors and officers (and any other persons whom applicable law permits) to the fullest extent permitted by Delaware law and (B) the Registrant’s amended and restated bylaws provide that: (i) the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL; (ii) the Registrant may, in its discretion, indemnify its other officers, employees and agents as set forth in the DGCL; (iii) the Registrant is required, upon satisfaction of certain conditions, to advance all expenses incurred by its directors and executive officers in connection with certain legal proceedings; (iv) the rights conferred in the bylaws are not exclusive; and (v) the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to secure insurance on behalf of any director, officer, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether the Registrant would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

The Registrant has entered into agreements with its directors and executive officers that require the Registrant to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the Registrant or any of its affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the Registrant’s best interests. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves any of the Registrant’s directors or officers regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

The Registrant maintains a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses the Registrant for those losses for which it has lawfully indemnified the directors and officers. The policy contains various exclusions.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

 

Exhibit
Number

   

Description

  4.1(1)    Third Amended and Restated Certificate of Incorporation, as currently in effect.
  4.2(2)    Form of Amended and Restated Certificate of Incorporation to be effective upon the closing of the Registrant’s initial public offering.
  4.3(3)    Bylaws, as currently in effect.
  4.4(4)    Form of Amended and Restated Bylaws to be effective upon the closing of the Registrant’s initial public offering.
  4.3(5)    Specimen stock certificate evidencing shares of Common Stock.
  4.4(6)    2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.
  4.5(7)    2017 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.
  5.1    Opinion of Cooley LLP.
23.1    Consent of BDO USA, LLP, independent registered public accounting firm.
23.2    Consent of Cooley LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page of this Form S-8).

 

(1) Previously filed as Exhibit 3.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 12, 2017, and incorporated by reference herein.
(2) Previously filed as Exhibit 3.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 12, 2017, and incorporated by reference herein.
(3) Previously filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on April 27, 2017, and incorporated by reference herein.
(4) Previously filed as Exhibit 3.4 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 10, 2017, and incorporated by reference herein.
(5) Previously filed as Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 12, 2017, and incorporated by reference herein.
(6) Previously filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on April 27, 2017, and incorporated by reference herein.
(7) Previously filed as Exhibit 10.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 10, 2017, and incorporated by reference herein.

ITEM 9. UNDERTAKINGS

 

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Commonwealth of Virginia, on this 30th day of May, 2017.

 

APPIAN CORPORATION

 

By:  

/s/ Matthew Calkins

  Matthew Calkins
  Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Calkins, Mark Lynch and Christopher Winters, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Matthew Calkins

Matthew Calkins

    Chief Executive Officer and Chairman of the Board (Principal Executive Officer)   May 30, 2017

/s/ Mark Lynch

Mark Lynch

   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

   May 30, 2017

/s/ Robert C. Kramer

Robert C. Kramer

    General Manager and Director   May 30, 2017

/s/ A.G.W. “Jack” Biddle, III

A.G.W. “Jack” Biddle, III

    Director   May 30, 2017

/s/ Prashanth “PV” Boccassam

Prashanth “PV” Boccassam

    Director   May 30, 2017

/s/ Michael G. Devine

Michael G. Devine

    Director   May 30, 2017

/s/ Barbara “Bobbie” Kilberg

Barbara “Bobbie” Kilberg

    Director   May 30, 2017

/s/ Michael J. Mulligan

Michael J. Mulligan

    Director   May 30, 2017

EXHIBIT INDEX

 

Exhibit
Number

   

Description

  4.1(1)    Third Amended and Restated Certificate of Incorporation, as currently in effect.
  4.2(2)    Form of Amended and Restated Certificate of Incorporation to be effective upon the closing of the Registrant’s initial public offering.
  4.3(3)    Bylaws, as currently in effect.
  4.4(4)    Form of Amended and Restated Bylaws to be effective upon the closing of the Registrant’s initial public offering.
  4.3(5)    Specimen stock certificate evidencing shares of Common Stock.
  4.4(6)    2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.
  4.5(7)    2017 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder.
  5.1    Opinion of Cooley LLP.
23.1    Consent of BDO USA, LLP, independent registered public accounting firm.
23.2    Consent of Cooley LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page of this Form S-8).

 

(1) Previously filed as Exhibit 3.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 12, 2017, and incorporated by reference herein.
(2) Previously filed as Exhibit 3.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 12, 2017, and incorporated by reference herein.
(3) Previously filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on April 27, 2017, and incorporated by reference herein.
(4) Previously filed as Exhibit 3.4 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 10, 2017, and incorporated by reference herein.
(5) Previously filed as Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 12, 2017, and incorporated by reference herein.
(6) Previously filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on April 27, 2017, and incorporated by reference herein.
(7) Previously filed as Exhibit 10.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217510), filed with the Commission on May 10, 2017, and incorporated by reference herein.

 

EX-5.1

Exhibit 5.1

 

LOGO

Brian F. Leaf

T: +1 703 456 8053

bleaf@cooley.com

May 30, 2017

Appian Corporation

11955 Democracy Drive, Suite 1700

Reston, VA 20190

Ladies and Gentlemen:

You have requested our opinion, as counsel to Appian Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to (i) 7,776,168 shares (the “2007 Plan Shares”) of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), pursuant to the Company’s 2007 Stock Option Plan, as amended (the “2007 Plan”), (ii) 14,197,610 shares (the “2017 Plan Shares,” together with 2007 Plan Shares, the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per shares (the “Class A Common Stock”) pursuant to the Company’s 2017 Equity Incentive Plan (the “2017 Plan,” together with the 2007 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s Third Amended and Restated Certificate of Incorporation and the Company’s Bylaws, each as currently in effect, (c) the Plans, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness of such documents. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter of this opinion. We are not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

 

COOLEY LLP
By:  

/s/ Brian F. Leaf

  Brian F. Leaf
EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Appian Corporation

Reston, Virginia

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report, dated February 17, 2017, relating to the consolidated financial statements of Appian Corporation which is contained in Amendment No. 3 to Appian Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 12, 2017.

/s/ BDO USA, LLP

McLean, Virginia

May 30, 2017