0001144204-17-008067.txt : 20170214 0001144204-17-008067.hdr.sgml : 20170214 20170213183529 ACCESSION NUMBER: 0001144204-17-008067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170213 GROUP MEMBERS: AH EQUITY PARTNERS I, L.L.C. GROUP MEMBERS: ANDREESSEN HOROWITZ FUND I-A, L.P. GROUP MEMBERS: ANDREESSEN HOROWITZ FUND I-B, L.P. GROUP MEMBERS: BEN HOROWITZ GROUP MEMBERS: MARC ANDREESSEN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89653 FILM NUMBER: 17601431 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Andreessen Horowitz Fund I, L.P. CENTRAL INDEX KEY: 0001466249 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2875 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503212400 MAIL ADDRESS: STREET 1: 2875 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 v458921_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Apptio, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

03835C108

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*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).

(Continued on following pages)

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund I, L.P. (“AH I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,252,559 shares¹, except that AH Equity Partners I, L.L.C. (“AH Equity I”), the general partner of AH I, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”), the managing members of AH Equity I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,252,559 shares¹, except that AH Equity I, the general partner of AH I, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,252,559
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.4%²
12	TYPE OF REPORTING PERSON* PN

¹Represents 1,252,559 shares of Class B Common Stock held directly by AH I. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

²Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 1,252,559 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund I-A, L.P. (“AH I-A”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 175,307 shares¹, except that AH Equity I, the general partner of AH I-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 175,307 shares¹, except that AH Equity I, the general partner of AH I-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,307
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5%²
12	TYPE OF REPORTING PERSON* PN

¹Represents 175,307 shares of Class B Common Stock held directly by AH I-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

² Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 175,307 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreessen Horowitz Fund I-B, L.P. (“AH I-B”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 81,301 shares¹, except that AH Equity I, the general partner of AH I-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 81,301 shares¹, except that AH Equity I, the general partner of AH I-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,301
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2% ²
12	TYPE OF REPORTING PERSON* PN

¹Represents 81,301 shares of Class B Common Stock held directly by AH I-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

²Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 81,301 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AH Equity Partners I, L.L.C. (“AH Equity I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,509,167 shares¹, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. AH Equity I, the general partner of AH I, AH I-A and AH I-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,509,167 shares¹, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. AH Equity I, the general partner of AH I, AH I-A and AH I-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,509,167
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9% ²
12	TYPE OF REPORTING PERSON* OO

¹Represents 1,509,167 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

²Based on 6,900,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus 1,509,167 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2016, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

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1	NAME OF REPORTING PERSONS Marc Andreessen (“Andreessen”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,509,167 shares¹, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Andreessen is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,509,167 shares¹, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Andreessen is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,509,167
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 1,509,167 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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1	NAME OF REPORTING PERSONS Ben Horowitz (“Horowitz”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 1,509,167 shares¹, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Horowitz is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 1,509,167 shares¹, of which 1,252,559 shares are directly owned by AH I, 175,307 shares are directly owned by AH I-A and 81,301 are directly owned by AH I-B. Horowitz is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,509,167
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 1,509,167 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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ITEM 1(A).

NAME OF ISSUER

Apptio, Inc.

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

11100 NE 8^th Street, Suite 600

Bellevue, WA 98004

ITEM 2(A).

NAME OF PERSONS FILING

This Schedule 13G is filed by Andreessen Horowitz Fund I, L.P., a Delaware limited partnership (“AH I”), Andreessen Horowitz Fund I-A, L.P., a Delaware limited partnership (“AH I-A”), Andreessen Horowitz Fund I-B, L.P., a Delaware limited partnership (“AH I-B”), AH Equity Partners I, L.L.C., a Delaware limited liability company (“AH Equity I”), Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

AH Equity I is the general partner of AH I, AH I-A and AH I-B, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AH I, AH I-A and AH I-B. Andreessen and Horowitz are managing members of AH Equity I and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH I, AH I-A and AH I-B.

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

Andreessen Horowitz

2865 Sand Hill Road

Suite 101

Menlo Park, California 94025

ITEM 2(C)

CITIZENSHIP

See Row 4 of cover page for each Reporting Person.

ITEM 2(D)

TITLE OF CLASS OF SECURITIES

Class A Common Stock, $0.0001 par value

ITEM 2(E)

CUSIP NUMBER

03835C108

ITEM 3.

Not Applicable.

ITEM 4.

OWNERSHIP

The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2016.

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Page 9 of 12

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of AH I, AH I-A and AH I-B, and the limited liability company agreement of AH Equity I, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.

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SIGNATURES

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

Date: February 13, 2017

	Andreessen Horowitz Fund I, L.P.
	Andreessen Horowitz Fund I-A, L.P.
	Andreessen Horowitz Fund I-B, L.P.

	By: AH Equity Partners I, L.L.C.
	Its: General Partner

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	AH Equity Partners I, L.L.C.

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	Marc Andreessen

	/s/ Marc Andreessen
	Marc Andreessen


	Ben Horowitz

	/s/ Ben Horowitz
	Ben Horowitz

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EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page

Exhibit A: Agreement of Joint Filing	12

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exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Apptio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 13, 2017

	Andreessen Horowitz Fund I, L.P.
	Andreessen Horowitz Fund I-A, L.P.
	Andreessen Horowitz Fund I-B, L.P.

	By: AH Equity Partners I, L.L.C.
	Its: General Partner

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	AH Equity Partners I, L.L.C.

	By:	/s/ Scott Kupor
		Scott Kupor, Chief Operating Officer

	Marc Andreessen

	/s/ Marc Andreessen
	Marc Andreessen


	Ben Horowitz

	/s/ Ben Horowitz
	Ben Horowitz