0001062993-17-001755.txt : 20170407 0001062993-17-001755.hdr.sgml : 20170407 20170406180949 ACCESSION NUMBER: 0001062993-17-001755 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170407 DATE AS OF CHANGE: 20170406 GROUP MEMBERS: CLEARLINE CAPITAL GP LLC EIN:46-2006930 GROUP MEMBERS: CLEARLINE CAPITAL LLC EIN:80-0879780 GROUP MEMBERS: MARC MAJZNER 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: 17747113 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: Clearline Capital LP CENTRAL INDEX KEY: 0001600136 IRS NUMBER: 900934356 STATE OF INCORPORATION: DE FISCAL YEAR END: 0213 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-735-5380 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sched13g.htm SC 13G Clearline Capital LP - Schedule 13G - Filed by newsfilecorp.com

UNITED STATES
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)

March 28, 2017
(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)

[X] 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 the disclosures provided in a prior cover page.

The information required in 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).


SCHEDULE 13G

CUSIP No.
03835C108

1 Names of Reporting Persons
   
   Clearline Capital LP EIN:90-0934356
2 Check the appropriate box if a member of a Group (see instructions)
   
          (a)  [   ] Not Applicable
          (b)  [   ]
3 Sec Use Only
   
   
4 Citizenship or Place of Organization
   
   Delaware
  5 Sole Voting Power
     
Number of    0
Shares 6 Shared Voting Power
Beneficially   467,521
Owned by Each    
Reporting Person 7 Sole Dispositive Power
With:    
      0
  8 Shared Dispositive Power
     
    467,521
9

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

467,521

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

   
  

[   ] Not Applicable

11

Percent of class represented by amount in row (9)

    
  

6.8%

12

Type of Reporting Person (See Instructions)

   

IA

Page 2 of 10


SCHEDULE 13G

CUSIP No.
03835C108

1 Names of Reporting Persons
   
   Clearline Capital LLC EIN:80-0879780
2 Check the appropriate box if a member of a Group (see instructions)
   
          (a)  [   ] Not Applicable
          (b)  [   ]
3 Sec Use Only
   
   
4 Citizenship or Place of Organization
   
   Delaware
  5 Sole Voting Power
     
Number of  
Shares 6 Shared Voting Power
Beneficially  
Owned by Each   467,521
Reporting Person 7 Sole Dispositive Power
With:    
    
  8 Shared Dispositive Power
     
    467,521
9

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

467,521

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

   
  

[   ] Not Applicable

11

Percent of class represented by amount in row (9)

   
  

6.8%

12

Type of Reporting Person (See Instructions)

   
  

IA

Page 3 of 10


SCHEDULE 13G

CUSIP No.
03835C108

1 Names of Reporting Persons
   
   Clearline Capital GP LLC EIN:46-2006930
2 Check the appropriate box if a member of a Group (see instructions)
   
          (a)  [   ]  Not Applicable
          (b)  [   ]
3 Sec Use Only
   
   
4 Citizenship or Place of Organization
   
   Delaware
  5 Sole Voting Power
     
Number of  
Shares 6 Shared Voting Power
Beneficially  
Owned by Each   467,521
Reporting Person 7 Sole Dispositive Power
With:    
    
  8 Shared Dispositive Power
     
    467,521
9

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

467,521

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

   
  

[   ] Not Applicable

11

Percent of class represented by amount in row (9)

   
  

6.8%

12

Type of Reporting Person (See Instructions)

   
  

IA

Page 4 of 10


SCHEDULE 13G

CUSIP No.
03835C108

1 Names of Reporting Persons
   
   Marc Majzner
2 Check the appropriate box if a member of a Group (see instructions)
   
          (a) [   ] Not Applicable
          (b) [   ]
3 Sec Use Only
   
   
4 Citizenship or Place of Organization
   
   United States
  5 Sole Voting Power
     
Number of   0
Shares 6 Shared Voting Power
Beneficially  
Owned by Each   467,521  
Reporting Person 7 Sole Dispositive Power
With:    
     0
  8 Shared Dispositive Power
     
    467,521
9

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

467,521

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

   
  

[   ] Not Applicable

11

Percent of class represented by amount in row (9)

   
  

6.8%

12

Type of Reporting Person (See Instructions)

   
  

IN

Page 5 of 10


Item 1.

(a)

Name of Issuer: Apptio Inc. (“Apptio”)

   
(b)

Address of Issuer’s Principal Executive Offices: 11100 NE 8th Street, Suite 600 Bellevue, WA 98004

Item 2.

(a)

Name of Person Filing:

Clearline Capital LP

Clearline Capital LLC

Clearline Capital GP LLC

Marc Majzner

(b)

Address of Principal Business Office or, if None, Residence: 950 Third Avenue, 23rd Floor, New York, NY 10022

   
(c)

Citizenship:

   

Clearline Capital LP - Delaware

   

Clearline Capital LLC - Delaware

   

Clearline Capital GP LLC - Delaware

   

Marc Majzner – US Citizen

   
(d)

Title and Class of Securities: Class A Common Stock

   
(e)

CUSIP No.: 03835C108


Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


  (a) [_] Broker or dealer registered under Section 15 of the Act;
       
  (b) [_] Bank as defined in Section 3(a)(6) of the Act;
       
  (c) [_] Insurance company as defined in Section 3(a)(19) of the Act;
       
  (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

Page 6 of 10



  (h) [_]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

       
  (i) [_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

       
  (j) [_]

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

       
  (k) [_]

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____

Item 4. Ownership***

As of the close of business on April 5, 2017, Clearline Capital LP, Clearline Capital LLC, Clearline Capital GP LLC and Marc Majzner beneficially owned 467,521 shares, or 6.8%, of the Issuer’s Class A Common Stock outstanding. The percentage was calculated based on the 6,900,000 shares of Class A Common Stock outstanding as of February 14, 2017, as per the Issuer’s Form 10-K dated February 17, 2017.

  (a)

Amount Beneficially Owned***:

     
 

As of the close of business on April 5, 2017, Clearline Capital LP, a Delaware limited partnership, beneficially owned 467,521 shares of the Issuer’s Class A Common Stock.

     
 

As of the close of business on April 5, 2017, Clearline Capital LLC, a Delaware limited liability company, beneficially owned 467,521 shares of the Issuer’s Class A Common Stock.

     
 

As of the close of business on April 5, 2017, Clearline Capital GP LLC, a Delaware limited liability company, beneficially owned 467,521 shares of the Issuer’s Class A Common Stock.

     
 

As of the close of business on April 5, 2017, Marc Majzner, managing member, beneficially owned 467,521 shares of the Issuer’s Class A Common Stock.

     
  (b)

Percent of Class:

     
 

As of the close of business on April 5, 2017, Clearline Capital LP beneficially owned 6.8%, of the Issuer’s Class A Common Stock outstanding.

     
 

As of the close of business on April 5, 2017, Clearline Capital LLC beneficially owned 6.8%, of the Issuer’s Class A Common Stock outstanding.

     
 

As of the close of business on April 5, 2017, Clearline Capital GP LLC beneficially owned 6.8%, of the Issuer’s Class A Common Stock outstanding.

     
 

As of the close of business on April 5, 2017, Marc Majzner beneficially owned 6.8%, of the Issuer’s Class A Common Stock outstanding.


  (c)

Number of shares as to which such person has:


  (i)

Sole power to vote or to direct the vote: 0

     
  (ii)

Shared power to vote or to direct the vote:

Page 7 of 10


Clearline Capital LP beneficially owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital LLC beneficially owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital GP LLC beneficially owned 467,521 shares as of close of business on April 5, 2017

Marc Majzner beneficially owned 467,521 shares as of close of business on April 5, 2017

  (iii)

Sole power to dispose or to direct the disposition of: 0

     
 

(iv)

Shared power to dispose or to direct the disposition of:

Clearline Capital LP beneficially owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital LLC beneficially owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital GP LLC beneficially owned 467,521 shares as of close of business on April 5, 2017

Marc Majzner beneficially owned 467,521 shares as of close of business on April 5, 2017

*** Shares reported herein are held by investment advisory clients for which Clearline Capital LP serves as the investment manager and Clearline Capital GP LLC serves as the general partner. Clearline Capital LLC serves as the general partner of Clearline Capital LP. Marc Majzner serves as managing member of both Clearline Capital LLC and Clearline Capital GP LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or its pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class.

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

 

 

Item 6.

Ownership of more than Five Percent on Behalf of Another Person. Not Applicable

 

 

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. 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.

Certifications.

Page 8 of 10


SIGNATURE

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.

Dated: April 5, 2017

  CLEARLINE CAPITAL LP
  By: Clearline Capital LLC
   
  By: /s/Marc Majzner                    
  Name: Marc Majzner
  Title: Managing Member
   
  CLEARLINE CAPITAL LLC
   
  By: /s/Marc Majzner                    
  Name: Marc Majzner
  Title: Managing Member
   
  CLEARLINE CAPITAL GP LLC
   
  By: /s/Marc Majzner                    
  Name: Marc Majzner
  Title: Managing Member
   
  MARC MAJZNER
   
  /s/Marc Majzner                          

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 9 of 10


Exhibit 1

JOINT FILING AGREEMENT

            This Joint Filing Agreement, dated as of April 5, 2017, is by and among Clearline Capital LP, Clearline Capital LLC, Clearline Capital GP LLC and Marc Majzner (collectively, the “Filers”).

            Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Class A Common Stock of Apptio Inc. beneficially owned by them from time to time.

            Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

            This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

            Executed and delivered as of the date first above written.

  CLEARLINE CAPITAL LP
  By: Clearline Capital LLC
   
  By: /s/Marc Majzner               
  Name: Marc Majzner
  Title: Managing Member
   
  CLEARLINE CAPITAL LLC
   
  By: /s/Marc Majzner              
  Name: Marc Majzner
  Title: Managing Member
   
  CLEARLINE CAPITAL GP LLC
   
  By: /s/Marc Majzner             
  Name: Marc Majzner
  Title: Managing Member
   
  MARC MAJZNER
   
  /s/Marc Majzner                   

Page 10 of 10