SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McIlwain Matthew S

(Last)

(First)

(Middle)

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Apptio Inc [ APTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/06/2018		C		2,000,000	A	$0.00	2,000,000⁽¹⁾	I	See footnote⁽²⁾
Class A Common Stock	02/06/2018		J⁽³⁾		2,000,000	D	$0.00	0	I	See footnote⁽²⁾
Class A Common Stock	02/06/2018		J⁽⁴⁾		48,477	A	$0.00	60,623⁽⁵⁾	D
Class A Common Stock	02/06/2018		J⁽⁶⁾		18,141	A	$0.00	19,207	I	See footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0.00	02/06/2018		C			2,000,000⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,000,000⁽¹⁾	$0.00	2,049,786⁽⁸⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. Includes 1,923,172 shares held by Madrona Venture Fund III, L.P. ("Madrona III") and 76,828 shares held by Madrona Venture Fund III-A, L.P. ("Madrona III-A").

2. Shares are held by Madrona III and Madrona III-A. Mr. McIlwain is a Managing Director of the various entities affiliated with Madrona. Madrona Investment Partners III, L.P. is the general partner of Madrona III and Madrona III-A. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. Represents a pro rata distribution for no consideration to the limited partners and general partners of Madrona III and Madrona III-A (the "Distribution").

4. Acquisition by the reporting person, who is a Managing Director of the various entities affiliated with Madrona, pursuant to the Distribution.

5. Includes 8,685 RSUs that represent contingent rights to receive 8,685 shares of the Issuer's Class A Common Stock upon settlement.

6. Acquisition by the McIlwain Family GST Trust, pursuant to the Distribution.

7. Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1-for-1 basis and has no expiration date.

8. Includes 1,971,044 shares held by Madrona III and 78,742 shares held Madrona III-A.

Remarks:

	/s/ Frederick Williams, attorney-in-fact	02/08/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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