0000899243-16-029807.txt : 20160922 0000899243-16-029807.hdr.sgml : 20160922 20160922203039 ACCESSION NUMBER: 0000899243-16-029807 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160922 FILED AS OF DATE: 20160922 DATE AS OF CHANGE: 20160922 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apptio Inc CENTRAL INDEX KEY: 0001419625 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 261175252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11100 NE 8TH STREET STREET 2: SUITE 600 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-453-5861 MAIL ADDRESS: STREET 1: 11100 NE 8TH STREET STREET 2: SUITE 600 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Investment Partners III CENTRAL INDEX KEY: 0001685189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37885 FILM NUMBER: 161898543 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: 34TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 206-674-6329 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: 34TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund III-A LP CENTRAL INDEX KEY: 0001333235 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37885 FILM NUMBER: 161898544 BUSINESS ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund III L P CENTRAL INDEX KEY: 0001333247 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37885 FILM NUMBER: 161898545 BUSINESS ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-09-22 0 0001419625 Apptio Inc APTI 0001333247 Madrona Venture Fund III L P 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001333235 Madrona Venture Fund III-A LP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001685189 Madrona Investment Partners III 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 Series A Preferred Stock Class B Common Stock 2295000 I See footnote Series B Preferred Stock Class B Common Stock 1509095 I See footnote Series C Preferred Stock Class B Common Stock 763076 I See footnote Series D Preferred Stock Class B Common Stock 430806 I See footnote Series E Preferred Stock Class B Common Stock 201809 I See footnote Includes 2,206,839 shares held by Madrona Venture Fund III, L.P. ("Madrona III") and 88,161 shares held by Madrona Venture Fund III-A, L.P. ("Madrona III-A"). Matthew McIlwain (who is a director of the issuer and files separate section 16(a) reports) is a Managing Director of the various entities affiliated with Madrona. Madrona Investment Partners III, L.P. is the general partner of each of Madrona III and Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Includes 1,451,124 shares held by Madrona III and 57,971 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Includes 733,763 shares held by Madrona III and 29,313 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Includes 414,257 shares held by Madrona III and 16,549 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Includes 194,057 shares held by Madrona III and 7,752 shares held by Madrona III-A. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. These shares of Preferred Stock have no expiration date or conversion price and will automatically convert to shares of the issuer's Class B Common Stock immediately prior to the closing of the issuer's initial public offering on a 1-for-1 basis. 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. /s/ John Morrow, as attorney-in-fact for Madrona Venture Fund III, L.P. 2016-09-22 /s/ John Morrow, as attorney-in-fact for Madrona Venture Fund III-A, L.P. 2016-09-22 /s/ John Morrow, as attorney-in-fact for Madrona Investment Partners III, L.P. 2016-09-22 EX-24 2 attachment1.htm EX-24 DOCUMENT 
                               POWER OF ATTORNEY

     The undersigned, as a Section 16 reporting person of Apptio, Inc. (the
"Company"), hereby constitutes and appoints John Morrow, Todd Smith, Frederick
Williams and Jered Fahey as the undersigned's true and lawful attorneys-in-fact,
to:

     1.   Prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain EDGAR codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934 or any rule or regulation of the SEC;

     2.   Complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorneys-in-fact shall in their discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company;

     3.   Complete and execute Forms 144 and other forms and all amendments
          thereto as such attorneys-in-fact shall in their discretion determine
          to be required or advisable pursuant to Rule 144 of the Securities Act
          of 1933 (as amended), and the rules and regulations promulgated
          thereunder, or any successor laws and regulations, as a consequence of
          the undersigned's disposition of securities of the Company; and

     4.   Do all acts necessary in order to file any such Forms 3, 4, 5, or 144
          with the SEC, any securities exchange or national association, the
          Company and such other person or agency as the attorneys-in-fact shall
          deem appropriate.

     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in-fact.

                            (Signature pages follow)

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9/20/16.


                                      MADRONA VENTURE FUND III, L.P.

                                      By: Madrona Investment Partners III, L.P.
                                      Its: General Partner

                                      By: Madrona III General Partner, LLC
                                      Its: General Partner

                                      By: /s/ Troy Cichos
                                          --------------------------------------

                                      Name: Troy Cichos
                                            ------------------------------------

                                      Title: Authorized Signatory
                                             -----------------------------------


                                      MADRONA VENTURE FUND III-A, L.P.

                                      By: Madrona Investment Partners III, L.P.
                                      Its: General Partner

                                      By: Madrona III General Partner, LLC
                                      Its: General Partner

                                      By: /s/ Troy Cichos
                                          --------------------------------------

                                      Name: Troy Cichos
                                            ------------------------------------

                                      Title: Authorized Signatory
                                             -----------------------------------
EX-24 3 attachment2.htm EX-24 DOCUMENT 
                               POWER OF ATTORNEY

         The undersigned, as a Section 16 reporting person of Apptio, Inc. (the
"Company"), hereby constitutes and appoints John Morrow, Todd Smith, Frederick
Williams and Jered Fahey as the undersigned's true and lawful attorneys-in-fact,
to:

     1.   Prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain EDGAR codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934 or any rule or regulation of the SEC;

     2.   Complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorneys-in-fact shall in their discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company;

     3.   Complete and execute Forms 144 and other forms and all amendments
          thereto as such attorneys-in-fact shall in their discretion determine
          to be required or advisable pursuant to Rule 144 of the Securities Act
          of 1933 (as amended), and the rules and regulations promulgated
          thereunder, or any successor laws and regulations, as a consequence of
          the undersigned's disposition of securities of the Company; and

     4.   Do all acts necessary in order to file any such Forms 3, 4, 5, or 144
          with the SEC, any securities exchange or national association, the
          Company and such other person or agency as the attorneys-in-fact shall
          deem appropriate.

     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in-fact.

                            (Signature pages follow)

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9/21/16.

                                        MADRONA INVESTMENT PARTNERS III, L.P.

                                        By: /s/ Troy Cichos
                                            ------------------------------------

                                        Name: Troy Cichos
                                              ----------------------------------

                                        Title: Authorized Signatory
                                               -------------- ------------------