AMENDMENT NO. 26 TO SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 26)*

 

 

Appian Corporation

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03782L101

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 30, 2020

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 03782L101    Page 2 of 8 Pages

 

  1.    

  NAME OF REPORTING PERSON

 

  Abdiel Qualified Master Fund, LP

 

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) (VOLUNTARY)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS

 

  Not Applicable

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  6,158,731

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  6,158,731

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,158,731

12.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.3% (1)(2)

14.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Based on 37,834,226 shares of Class A Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 5, 2020.

(2)

Represents approximately 1.73% of the total voting power of all outstanding shares of Class A and Class B Common Stock.


CUSIP No. 03782L101    Page 3 of 8 Pages

 

  1.    

  NAME OF REPORTING PERSON

 

  Abdiel Capital, LP

 

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) (VOLUNTARY)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS

 

  Not Applicable

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  176,021

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  176,021

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  176,021

12.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.46% (1)(2)

14.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Based on 37,834,226 shares of Class A Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 5, 2020.

(2)

Represents approximately .05% of the total voting power of all outstanding shares of Class A and Class B Common Stock.


CUSIP No. 03782L101    Page 4 of 8 Pages

 

  1.    

  NAME OF REPORTING PERSON

 

  Abdiel Capital Management, LLC

 

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) (VOLUNTARY)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS

 

  Not Applicable

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  6,334,752 (1)

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  6,334,752 (1)

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,334,752 (1)

12.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.7% (2)(3)

14.  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Consists of 6,158,731 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 176,021 shares of Class A common stock held by Abdiel Capital, LP.

(2)

Based on 37,834,226 shares of Class A Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 5, 2020.

(3)

Represents approximately 1.76% of the total voting power of all outstanding shares of Class A and Class B Common Stock.


CUSIP No. 03782L101    Page 5 of 8 Pages

 

  1.    

  NAME OF REPORTING PERSON

 

  Abdiel Capital Advisors, LP

 

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) (VOLUNTARY)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS

 

  Not Applicable

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  6,334,752 (1)

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  6,334,752 (1)

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,334,752 (1)

12.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.7% (2)(3)

14.  

  TYPE OF REPORTING PERSON

 

  PN, IA

 

(1)

Consists of 6,158,731 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 176,021 shares of Class A common stock held by Abdiel Capital, LP.

(2)

Based on 37,834,226 shares of Class A Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 5, 2020.

(3)

Represents approximately 1.76% of the total voting power of all outstanding shares of Class A and Class B Common Stock.


CUSIP No. 03782L101    Page 6 of 8 Pages

 

  1.    

  NAME OF REPORTING PERSON

 

  Colin T. Moran

 

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSOS (ENTITIES ONLY) (VOLUNTARY)

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS

 

  Not Applicable

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  6,334,752 (1)

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  6,334,752 (1)

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,334,752 (1)

12.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.7% (2)(3)

14.  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Consists of 6,158,731 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 176,021 shares of Class A common stock held by Abdiel Capital, LP.

(2)

Based on 37,834,226 shares of Class A Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 5, 2020.

(3)

Represents approximately 1.76% of the total voting power of all outstanding shares of Class A and Class B Common Stock.


CUSIP No. 03782L101    Page 7 of 8 Pages

 

AMENDMENT NO. 26 TO SCHEDULE 13D

This Amendment No. 26 (“Amendment No. 26”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on June 12, 2017 (the “Original Schedule 13D”) relating to the shares of Class A common stock, $0.0001 par value per share (the “Common Stock”), of Appian Corporation (the “Issuer”), as amended by Amendment No. 1 thereto on June 27, 2017 (“Amendment No. 1”), Amendment No. 2 thereto on June 29, 2017 (“Amendment No. 2”), Amendment No. 3 thereto on July 3, 2017 (“Amendment No. 3”), Amendment No. 4 thereto on July 7, 2017 (“Amendment No. 4”), Amendment No. 5 thereto on July 12, 2017 (“Amendment No. 5”), Amendment No. 6 thereto on July 31, 2017 (“Amendment No. 6”), Amendment No. 7 thereto on October 26, 2017 (“Amendment No. 7”), Amendment No. 8 thereto on November 20, 2017 (“Amendment No. 8”), Amendment No. 9 thereto on November 30, 2017 (“Amendment No. 9”), Amendment No. 10 thereto on December 12, 2017 (“Amendment No. 10”), Amendment No. 11 thereto on December 15, 2017 (“Amendment No. 11”), Amendment No. 12 thereto on February 23, 2018 (“Amendment No. 12”), Amendment No. 13 thereto on March 20, 2018 (“Amendment No. 13”), Amendment No. 14 thereto on March 27, 2018 (“Amendment No. 14”), Amendment No. 15 thereto on April 25, 2018 (“Amendment No. 15”), Amendment No. 16 thereto on April 30, 2018 (“Amendment No. 16”), Amendment No. 17 thereto on August 3, 2018 (“Amendment No. 17”), Amendment No. 18 thereto on August 24, 2018 (“Amendment No. 18”), Amendment No. 19 thereto on October 5, 2018 (“Amendment No. 19”), Amendment No. 20 thereto on October 15, 2018 (“Amendment No. 20”), Amendment No. 21 thereto on October 31, 2018 (“Amendment No. 21”), Amendment No. 22 thereto on November 2, 2018 (“Amendment No. 22”), Amendment No. 23 thereto on December 17, 2018 (“Amendment No. 23”), Amendment No. 24 thereto on February 22, 2019 (“Amendment No. 24”) and Amendment No. 25 thereto on September 9, 2019 (“Amendment No. 25”) (as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 26 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The following paragraphs of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 26.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 26 and Item 2(c) of the Schedule 13D.

(c) Information with respect to all transactions in the Common Stock which were effected by the Reporting Persons in the last sixty days is set forth on Schedule 1 attached hereto and incorporated herein by reference.


CUSIP No. 03782L101    Page 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 2, 2020

 

ABDIEL QUALIFIED MASTER FUND, LP
By:   Abdiel Capital Management, LLC,
  its General Partner
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL, LP
By:   Abdiel Capital Management, LLC,
  its General Partner
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL MANAGEMENT, LLC
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL ADVISORS, LP
By:   Abdiel Capital Partners, LLC,
  its General Partner
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
COLIN T. MORAN
By:  

/s/ Colin T. Moran

  Colin T. Moran, Individually


SCHEDULE 1

Information with respect to Transactions Effected in the Last Sixty Days

Except as otherwise specified, all of the below transactions in the Common Stock were traded in the ordinary course on NASDAQ.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP and effected the below transactions.

 

Transaction Date

   Transaction
Type
     Amount of Securities      Price Per Share  

11/30/2020

     Sale        251,172      $ 140.03        (1

11/30/2020

     Sale        20,577      $ 141.40        (2

11/30/2020

     Sale        1,368      $ 142.74        (3

11/30/2020

     Sale        6,372      $ 143.08        (4

11/30/2020

     Sale        15,683      $ 144.24        (5

11/30/2020

     Sale        159,783      $ 145.22        (6

11/30/2020

     Sale        24,818      $ 146.60        (7

11/30/2020

     Sale        20,694      $ 147.55        (8

11/30/2020

     Sale        5,488      $ 148.46        (9

11/30/2020

     Sale        684      $ 149.89        (10

11/30/2020

     Sale        5,472      $ 150.33        (11

11/30/2020

     Sale        4,701      $ 151.38        (12

11/30/2020

     Sale        1,324      $ 152.16        (13

11/30/2020

     Sale        8,887      $ 153.51        (14

11/30/2020

     Sale        489      $ 154.26        (15

11/30/2020

     Sale        11,742      $ 155.30        (16

11/30/2020

     Sale        2,833      $ 156.36        (17

11/30/2020

     Sale        2,965      $ 157.60        (18

11/30/2020

     Sale        7,321      $ 158.22        (19

11/30/2020

     Sale        61,685      $ 160.47        (20

11/30/2020

     Sale        28,926      $ 161.41        (21

11/30/2020

     Sale        15,012      $ 162.40        (22

11/30/2020

     Sale        49,537      $ 163.36        (23

11/30/2020

     Sale        28,717      $ 164.52        (24

11/30/2020

     Sale        5,647      $ 165.05        (25

11/30/2020

     Sale        1,368      $ 166.13        (26

11/30/2020

     Sale        489      $ 167.04     

11/30/2020

     Sale        12,737      $ 170.42        (27

11/30/2020

     Sale        6,796      $ 171.33        (28

11/30/2020

     Sale        2,611      $ 180.41        (29

11/30/2020

     Sale        4,153      $ 181.44        (30

11/30/2020

     Sale        1,752      $ 182.41        (31

11/30/2020

     Sale        3,112      $ 183.49        (32

11/30/2020

     Sale        964      $ 184.35        (33

11/30/2020

     Sale        391      $ 185.00        (34

12/1/2020

     Sale        88,170      $ 130.27        (35

12/1/2020

     Sale        49,064      $ 131.42        (36

12/1/2020

     Sale        43,645      $ 132.53        (37

12/1/2020

     Sale        16,470      $ 133.41        (38

12/1/2020

     Sale        92,661      $ 134.16        (39

12/1/2020

     Sale        33,255      $ 135.69        (40

12/1/2020

     Sale        44,157      $ 136.55        (41

12/1/2020

     Sale        164,036      $ 137.17        (42

12/1/2020

     Sale        67,383      $ 138.27        (43

12/1/2020

     Sale        60,149      $ 139.42        (44

12/1/2020

     Sale        111,133      $ 140.40        (45


12/1/2020

     Sale        41,998      $ 141.33        (46

12/1/2020

     Sale        10,203      $ 142.33        (47

12/1/2020

     Sale        1,459      $ 143.73        (48

12/1/2020

     Sale        2,831      $ 144.68        (49

12/2/2020

     Sale        1,944      $ 131.63        (50

12/2/2020

     Sale        14,669      $ 132.24        (51

12/2/2020

     Sale        34,164      $ 133.23        (52

12/2/2020

     Sale        17,410      $ 134.53        (53

12/2/2020

     Sale        7,670      $ 135.39        (54

12/2/2020

     Sale        1,555      $ 136.37        (55

12/2/2020

     Sale        583      $ 137.17        (56

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Capital, LP and effected the below transactions.

 

Transaction Date

   Transaction
Type
     Amount of Securities      Price Per Share  

11/30/2020

     Sale        5,896      $ 140.03        (1

11/30/2020

     Sale        483      $ 141.40        (2

11/30/2020

     Sale        32      $ 142.74        (3

11/30/2020

     Sale        150      $ 143.08        (4

11/30/2020

     Sale        368      $ 144.24        (5

11/30/2020

     Sale        3,750      $ 145.22        (6

11/30/2020

     Sale        582      $ 146.60        (7

11/30/2020

     Sale        486      $ 147.55        (8

11/30/2020

     Sale        129      $ 148.46        (9

11/30/2020

     Sale        16      $ 149.89        (10

11/30/2020

     Sale        128      $ 150.33        (11

11/30/2020

     Sale        110      $ 151.38        (12

11/30/2020

     Sale        31      $ 152.16        (13

11/30/2020

     Sale        209      $ 153.51        (14

11/30/2020

     Sale        11      $ 154.26        (15

11/30/2020

     Sale        276      $ 155.30        (16

11/30/2020

     Sale        67      $ 156.36        (17

11/30/2020

     Sale        70      $ 157.60        (18

11/30/2020

     Sale        172      $ 158.22        (19

11/30/2020

     Sale        1,448      $ 160.47        (20

11/30/2020

     Sale        679      $ 161.41        (21

11/30/2020

     Sale        352      $ 162.40        (22

11/30/2020

     Sale        1,163      $ 163.36        (23

11/30/2020

     Sale        674      $ 164.52        (24

11/30/2020

     Sale        133      $ 165.05        (25

11/30/2020

     Sale        32      $ 166.13        (26

11/30/2020

     Sale        11      $ 167.04     

11/30/2020

     Sale        299      $ 170.42        (27

11/30/2020

     Sale        159      $ 171.33        (28

11/30/2020

     Sale        61      $ 180.41        (29

11/30/2020

     Sale        97      $ 181.44        (30

11/30/2020

     Sale        41      $ 182.41        (31

11/30/2020

     Sale        73      $ 183.49        (32

11/30/2020

     Sale        23      $ 184.35        (33

11/30/2020

     Sale        9      $ 185.00        (34

12/1/2020

     Sale        2,494      $ 130.27        (35

12/1/2020

     Sale        1,388      $ 131.42        (36

12/1/2020

     Sale        1,235      $ 132.53        (37

12/1/2020

     Sale        466      $ 133.41        (38

12/1/2020

     Sale        2,621      $ 134.16        (39

12/1/2020

     Sale        941      $ 135.69        (40

12/1/2020

     Sale        1,249      $ 136.55        (41

12/1/2020

     Sale        4,642      $ 137.17        (42

12/1/2020

     Sale        1,906      $ 138.27        (43

12/1/2020

     Sale        1,702      $ 139.42        (44

12/1/2020

     Sale        3,144      $ 140.40        (45

12/1/2020

     Sale        1,188      $ 141.33        (46

12/1/2020

     Sale        289      $ 142.33        (47

12/1/2020

     Sale        41      $ 143.73        (48

12/1/2020

     Sale        80      $ 144.68        (49

12/2/2020

     Sale        56      $ 131.63        (50

12/2/2020

     Sale        421      $ 132.24        (51

12/2/2020

     Sale        978      $ 133.23        (52

12/2/2020

     Sale        499      $ 134.53        (53

12/2/2020

     Sale        220      $ 135.39        (54

12/2/2020

     Sale        45      $ 136.37        (55

12/2/2020

     Sale        17      $ 137.17        (56


(1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.96. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(2)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.22 to $141.81. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(3)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.03 to $142.88. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(4)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.01 to $143.31. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(5)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.10 to $144.78. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(6)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.00 to $145.91. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(7)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.00 to $146.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(8)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.00 to $147.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(9)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.00 to $148.81. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(10)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.72 to $149.92. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(11)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.00 to $150.62. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(12)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.01 to $151.97. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(13)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.03 to $152.61. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(14)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.00 to $153.83. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(15)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.20 to $154.30. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(16)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.00 to $155.69. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(17)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.00 to $156.94. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote


(18)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.20 to $157.80. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(19)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.00 to $158.92. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(20)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(21)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.00 to $161.95. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(22)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.00 to $162.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(23)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.00 to $163.97. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(24)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.00 to $164.93. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(25)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.00 to $165.25. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(26)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.09 to $166.18 The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(27)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.00 to $170.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(28)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.00 to $171.72. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(29)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.00 to $181.00. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(30)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.02 to $181.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(31)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.00 to $182.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(32)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.00 to $183.76. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(33)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.00 to $184.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(34)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.00 to $185.01. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.


(35)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.00 to $130.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(36)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.00 to $131.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(37)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.00 to $132.97. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(38)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.00 to $133.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(39)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.00 to $134.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(40)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.00 to $135.94. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(41)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.00 to $136.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(42)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.00 to $137.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(43)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.00 to $138.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(44)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.00 to $139.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(45)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(46)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.00 to $141.79. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(47)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.00 to $142.75. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(48)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.07 to $143.93. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

(49)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.00 to $144.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.


(50)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.47 to $131.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(51)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.00 to $132.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(52)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.00 to $133.97. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(53)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.00 to $135.00. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(54)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.00 to $135.83. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(55)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.00 to $136.91. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(56)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.17 to $137.35. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.