0001193125-17-221069.txt : 20170703 0001193125-17-221069.hdr.sgml : 20170703 20170703150056 ACCESSION NUMBER: 0001193125-17-221069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170703 DATE AS OF CHANGE: 20170703 GROUP MEMBERS: ABDIEL CAPITAL ADVISORS, LP GROUP MEMBERS: ABDIEL CAPITAL MANAGEMENT, LLC GROUP MEMBERS: ABDIEL CAPITAL, LP GROUP MEMBERS: COLIN T. MORAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPIAN CORP CENTRAL INDEX KEY: 0001441683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 541956084 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90007 FILM NUMBER: 17945292 BUSINESS ADDRESS: STREET 1: 11955 DEMOCRACY DRIVE STREET 2: SUITE 1700 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-442-8844 MAIL ADDRESS: STREET 1: 11955 DEMOCRACY DRIVE STREET 2: SUITE 1700 CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13D/A 1 d321442dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D AMENDMENT NO. 3 TO SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

Appian Corporation

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

03782L101

(CUSIP Number)

Abdiel Capital

410 Park Avenue, Suite 930

New York, NY 10022

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2017

(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 PERSONS

 

Abdiel Qualified Master Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,045,733

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,045,733

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,045,733

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

42.4%(1)(2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 7,187,500 shares of Class A common stock outstanding as of May 31, 2017, which were issued in Appian Corporation’s (the “Issuer”) initial public offering.
(2) Represents approximately 0.6% 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 PERSONS

 

Abdiel Capital, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

111,816

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

111,816

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

111,816

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6%(1)(2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 7,187,500 shares of Class A common stock outstanding as of May 31, 2017, which were issued in the Issuer’s initial public offering.
(2) Represents approximately 0.02% 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 PERSONS

 

Abdiel Capital Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,157,549(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,157,549(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,157,549(1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.9%(2)(3)

14.  

TYPE OF REPORTING PERSON

 

OO

 

(1) Consists of 3,045,733 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 111,816 shares of Class A common stock held by Abdiel Capital, LP.
(2) Based on 7,187,500 shares of Class A common stock outstanding as of May 31, 2017, which were issued in the Issuer’s initial public offering.
(3) Represents approximately 0.6% 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 PERSONS

 

Abdiel Capital Advisors, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,157,549(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,157,549(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,157,549(1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.9%(2)(3)

14.  

TYPE OF REPORTING PERSON

 

PN, IA

 

(1) Consists of 3,045,733 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 111,816 shares of Class A common stock held by Abdiel Capital, LP.
(2) Based on 7,187,500 shares of Class A common stock outstanding as of May 31, 2017, which were issued in the Issuer’s initial public offering.
(3) Represents approximately 0.6% 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 PERSONS

 

Colin T. Moran

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,157,549(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,157,549(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,157,549(1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

43.9%(2)(3)

14.  

TYPE OF REPORTING PERSON

 

IN

 

(1) Consists of 3,045,733 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 111,816 shares of Class A common stock held by Abdiel Capital, LP.
(2) Based on 7,187,500 shares of Class A common stock outstanding as of May 31, 2017, which were issued in the Issuer’s initial public offering.
(3) Represents approximately 0.6% 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. 3 TO SCHEDULE 13D

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed on June 12, 2017 (the “Original Schedule 13D”) as amended by Amendment No. 1 thereto on June 27, 2017 (“Amendment No. 1”) and Amendment No. 2 thereto on June 29, 2017 (“Amendment No. 2” and, together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”), relating to the shares of Class A common stock, $0.001 par value per share (the “Common Stock”), of Appian Corporation (the “Issuer”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

In a series of transactions completed through July 3, 2017, the Reporting Persons acquired an aggregate amount of 129,893 shares of the Common Stock for the accounts of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $2.4 million (including commissions). The source of funds used to acquire the 129,893 shares of Common Stock was the working capital of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof 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. 3.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3 and Item 2(c) of the Schedule 13D.

Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:

(c) Information with respect to all transactions in the Common Stock which were effected by each of the Reporting Persons since the filing of Amendment No. 3 is set forth on Exhibit E attached hereto and incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by amending and restating it as follows:

Exhibit A – Joint Filing Agreement (filed as Exhibit A to the Schedule 13D on June 12, 2017)

Exhibit B – Information with respect to Transactions Effected During the Past Sixty Days (filed as Exhibit B to the Schedule 13D on June 12, 2017)

Exhibit C – Information with respect to Transactions Effected Since the Filing of the Schedule 13D (filed as Exhibit C to Amendment No. 1 on June 27, 2017)

Exhibit D – Information with respect to Transactions Effected Since the Filing of Amendment No. 1 (filed as Exhibit D to Amendment No. 2 on June 29, 2017)

Exhibit E – Information with respect to Transactions Effected Since the Filing of Amendment No. 2*

 

* Filed herewith


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: July 3, 2017

 

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
EX-99.E 2 d321442dex99e.htm EXHIBIT E EXHIBIT E

EXHIBIT E

Information with respect to Transactions Effected Since the Filing of Amendment No. 2 to the Schedule 13D

Except as otherwise specified, all of the below transactions in the Common Stock were traded in the ordinary course over The NASDAQ Global Market.

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

6/30/2017

     Purchase        107,810      $ 18.30 (1) 

7/03/2017

     Purchase        17,235      $ 17.69 (2) 

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

6/30/2017

     Purchase        4,011      $ 18.30 (1) 

7/03/2017

     Purchase        837      $ 17.69 (2) 

 

(1) The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.04 to $18.40. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2) The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.63 to $17.70. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.