Abdiel Capital owns 25.7% of this software stock that lost a third of its value since the middle of June. Other insiders, including the CEO and President, have been selling over the last couple of months. Abdiel Capital responded last week by buying more than 300K shares of the stock.
The details of the transaction can be seen below:
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Abdiel Qualified Master Fund | 0 | 6,134,603 | 0 | 6,134,603 | 6,134,603 | 24.8% |
| Abdiel Capital | 0 | 219,889 | 0 | 219,889 | 219,889 | 0.9% |
| Abdiel Capital Management | 0 | 6,354,492 | 0 | 6,354,492 | 6,354,492 | 25.7% |
| Abdiel Capital Advisors | 0 | 6,354,492 | 0 | 6,354,492 | 6,354,492 | 25.7% |
| Colin T. Moran | 0 | 6,354,492 | 0 | 6,354,492 | 6,354,492 | 25.7% |
Page 1 of 9 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 19)*
Appian
Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03782L101
(CUSIP Number)
Abdiel Capital
90 Park Avenue, 29th Floor
New York, NY 10016
Attn:
Colin T. Moran
Tel: (646) 496-9202
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 4, 2018
(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 persons initial filing on this form |
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).
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Page 2 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 2 of 9 Pages |
| 1. | NAME OF Abdiel Qualified Master Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS WC | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF Cayman | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
| 8. | SHARED VOTING POWER 6,134,603 | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 6,134,603 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,134,603 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 24.8%(1)(2) | |||||
| 14. | TYPE OF REPORTING PERSON PN | |||||
| (1) | Based on 22,762,370 shares of Class A common stock, $0.0001 par value per share, outstanding as of |
| (2) | Represents approximately 1.5% of the total voting power of all outstanding shares of Class A and |
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Page 3 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 3 of 9 Pages |
| 1. | NAME OF Abdiel Capital, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS WC | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
| 8. | SHARED VOTING POWER 219,889 | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 219,889 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 219,889 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.9%(1)(2) | |||||
| 14. | TYPE OF REPORTING PERSON PN | |||||
| (1) | Based on 22,762,370 shares of Class A common stock outstanding as of July 30, 2018, as reported in |
| (2) | Represents approximately 0.05% of the total voting power of all outstanding shares of Class A and |
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Page 4 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 4 of 9 Pages |
| 1. | NAME OF Abdiel Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
| 8. | SHARED VOTING POWER 6,354,492(1) | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 6,354,492(1) | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,354,492(1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 25.7%(2)(3) | |||||
| 14. | TYPE OF REPORTING PERSON OO | |||||
| (1) | Consists of 6,134,603 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 219,889 |
| (2) | Based on 22,762,370 shares of Class A common stock outstanding as of July 30, 2018, as reported in the |
| (3) | Represents approximately 1.5% of the total voting power of all outstanding shares of Class A and Class B common |
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Page 5 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 5 of 9 Pages |
| 1. | NAME OF Abdiel Capital Advisors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
| 8. | SHARED VOTING POWER 6,354,492(1) | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 6,354,492(1) | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,354,492(1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 25.7%(2)(3) | |||||
| 14. | TYPE OF REPORTING PERSON PN, IA | |||||
| (1) | Consists of 6,134,603 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 219,889 |
| (2) | Based on 22,762,370 shares of Class A common stock outstanding as of July 30, 2018, as reported in the |
| (3) | Represents approximately 1.5% of the total voting power of all outstanding shares of Class A and Class B common |
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Page 6 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 6 of 9 Pages |
| 1. | NAME OF Colin T. Moran I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL ☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF United | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||||
| 8. | SHARED VOTING POWER 6,354,492(1) | |||||
| 9. | SOLE DISPOSITIVE POWER 0 | |||||
| 10. | SHARED DISPOSITIVE POWER 6,354,492(1) | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,354,492(1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 25.7%(2)(3) | |||||
| 14. | TYPE OF REPORTING PERSON IN | |||||
| (1) | Consists of 6,134,603 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 219,889 |
| (2) | Based on 22,762,370 shares of Class A common stock outstanding as of July 30, 2018, as reported in the |
| (3) | Represents approximately 1.5% of the total voting power of all outstanding shares of Class A and Class B common |
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Page 7 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 7 of 9 Pages |
AMENDMENT NO. 19 TO SCHEDULE 13D
This Amendment No. 19 (Amendment No. 19) 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), Amendment No. 2 thereto on June 29, 2017 (Amendment No. 2), Amendment No. 3 thereto on
July 3, 2017 (Amendment No. 3), Amendment No. 4 thereto on July 7, 2017 (Amendment No. 4), Amendment No. 5 thereto on July 12, 2017 (Amendment No. 5), Amendment No. 6
thereto on July 31, 2017 (Amendment No. 6), Amendment No. 7 thereto on October 26, 2017 (Amendment No. 7), Amendment No. 8 thereto on November 20, 2017 (Amendment No. 8),
Amendment No. 9 thereto on November 30, 2017 (Amendment No. 9), Amendment No. 10 thereto on December 12, 2017 (Amendment No. 10), Amendment No. 11 thereto on December 15, 2017
(Amendment No. 11), Amendment No. 12 thereto on February 23, 2018 (Amendment No. 12), Amendment No. 13 thereto on March 20, 2018 (Amendment No. 13), Amendment No. 14 thereto
on March 27, 2018 (Amendment No. 14), Amendment No. 15 thereto on April 25, 2018 (Amendment No. 15), Amendment No. 16 thereto on April 30, 2018 (Amendment No. 16), Amendment
No. 17 thereto on August 3, 2018 (Amendment No. 17) and Amendment No. 18 thereto on August 24, 2018 (Amendment No. 18 and, together with the Original Schedule 13D, Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment
No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17, the Schedule 13D), relating to the shares of Class A common stock, $0.0001 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. 19 does
not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 19 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 from October 3, 2018 through October 5, 2018, the Reporting Persons acquired an aggregate amount of 375,824 shares of the
Common Stock for the accounts of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $10.7 million (including commissions). The source of funds used to acquire the 375,824 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. 19.
(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this
Amendment No. 19 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. 18 is set forth on Exhibit S attached hereto and incorporated herein by reference.
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Page 8 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 8 of 9 Pages |
| 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 as Exhibit E to Amendment No. 3 on July 3, 2017)
Exhibit F Information with respect to Transactions Effected Since the Filing of
Amendment No. 3 (filed as Exhibit F to Amendment No. 4 on July 7, 2017)
Exhibit G Information with respect to Transactions Effected
Since the Filing of Amendment No. 4 (filed as Exhibit G to Amendment No. 5 on July 12, 2017)
Exhibit H Information with respect to
Transactions Effected Since the Filing of Amendment No. 5 (filed as Exhibit H to Amendment No. 6 on July 31, 2017)
Exhibit I
Information with respect to Transactions Effected During the Past Sixty Days (filed as Exhibit I to Amendment No. 7 on October 26, 2017)
Exhibit J Information with respect to Transactions Effected Since the Filing of Amendment No. 7 (filed as Exhibit J to Amendment No. 8 on
November 20, 2017)
Exhibit K Information with respect to Transactions Effected Since the Filing of Amendment No. 8 (filed as Exhibit K
to Amendment No. 9 on November 30, 2017)
Exhibit L Information with respect to Transactions Effected Since the Filing of Amendment
No. 9 (filed as Exhibit L to Amendment No. 10 on December 12, 2017)
Exhibit M Information with respect to Transactions Effected
Since the Filing of Amendment No. 10 (filed as Exhibit M to Amendment No. 11 on December 15, 2017)
Exhibit N Information with
respect to Transactions Effected Since the Filing of Amendment No. 12 (filed as Exhibit N to Amendment No. 13 on March 20, 2018)
Exhibit O
Information with respect to Transactions Effected Since the Filing of Amendment No. 13 (filed as Exhibit O to Amendment No. 14 on March 27, 2018)
Exhibit P Information with respect to Transactions Effected Since the Filing of Amendment No. 14 (filed as Exhibit P to Amendment No. 15 on
April 25, 2018)
Exhibit Q Information with respect to Transactions Effected Since the Filing of Amendment No. 15 (filed as Exhibit Q to
Amendment No. 16 on April 30, 2018)
Exhibit R Information with respect to Transactions Effected During the Past Sixty Days (filed as
Exhibit R to Amendment No. 17 on August 3, 2018)
Exhibit S Information with respect to Transactions Effected Since the Filing of
Amendment No. 18*
*Filed herewith
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Page 9 of 9 – SEC Filing
| CUSIP No. 03782L101 | Page 9 of 9 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: October 5, 2018
| 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 | ||
