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^*

BOGAN THOMAS F

(Last)

(First)

(Middle)

11100 NE 8TH STREET, SUITE 600

(Street)

BELLEVUE

98004

(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)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2018

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	05/10/2018		C		245,618	A	$0.00	254,303⁽¹⁾	D

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⁽²⁾	05/10/2018		C			245,618	⁽²⁾	⁽²⁾	Class A Common Stock	245,618	$0.00	0	D
Stock Option (right to buy)	$14.31	05/10/2018		J⁽³⁾			30,000	⁽⁴⁾	11/05/2025	Class B Common Stock	30,000	$0.00	0	D
Stock Option (right to buy)	$14.31	05/10/2018		J⁽³⁾		30,000		⁽⁴⁾	11/05/2025	Class A Common Stock	30,000	$0.00	30,000	D

Explanation of Responses:

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

2. The Company's Class B Common Stock automatically converted to Class A Common Stock on May 10, 2018, which is the date the Class B Common Stock ceased to represent at least 25% of the Issuer's outstanding common stock, as established in the Issuer's Amended and Restated Certificate of Incorporation.

3. In connection with the conversion described in footnote (2), outstanding options to purchase Class B Common Stock issued under the Issuer's 2011 Executive Equity Incentive Plan and 2007 Stock Plan remain unchanged, except that they now represent a right to buy shares of the Issuer's Class A Common Stock.

4. 1/3rd of the shares subject to the option vested on September 29, 2017 and 1/36th of the shares subject to the option vest monthly thereafter for 24 months. The option is subject to an early exercise right and may be exercised in full prior to the vesting of the shares underlying the option, subject to the Issuer's right of repurchase.

Remarks:

	/s/ John Morrow, attorney-in-fact	05/14/2018
	** 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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