Appian Corporation - IR site | Investor Relations

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

6,158,731

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,158,731

View:

Download DOC

Download PDF

Download XLS

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, 29^th 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

(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

(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

(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

(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

(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.