Filing Details

*

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.

CUSIP No. 03835C108

  1. 

NAMES OF REPORTING PERSONS

Sachin Gupta

  2. 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

  3. 

SEC USE ONLY

  4. 

SOURCE OF FUNDS (See Instructions)

OO (See Item 3)

  5. 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

☐

  6. 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7. 

SOLE VOTING POWER

0

  8. 

SHARED VOTING POWER

0

  9. 

SOLE DISPOSITIVE POWER

0

10. 

SHARED DISPOSITIVE POWER

0

  11. 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

  12. 

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

☐

  13. 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

  14. 

TYPE OF REPORTING PERSON (See Instructions)

IN

Item 1.

Security and Issuer

(i)

share of Class A Common Stock issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares) was cancelled and extinguished, and automatically converted into the right to receive cash in an amount equal to $38.00, without interest thereon (the “Per Share Price”);

(ii)

Company Option, Company RSU, and Company PSU that was unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of shares subject to such Vested Award, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over such Company Option’s per share exercise price), subject to any required withholding of taxes; and

(iii)

Company Option, Company RSU, and Company PSU that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that was not a Vested Award (each, an “Unvested Award”) was cancelled and replaced with a right to receive an amount in cash, without interest, equal to the product of (1) the aggregate number of shares subject to such Unvested Award (which, for each Company PSU, is 100% of the number of shares subject to the Company PSU that become eligible to vest upon measurement, by the Company Board or its Compensation Committee on or before the Closing Date, of actual performance achieved against the relevant performance criteria under the applicable Company PSU agreement) multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over such Company Option’s per share exercise price) subject to any required withholding of taxes (the “Cash Replacement Amounts”), which Cash Replacement Amounts will, subject to the holder’s continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Award for which such Cash Replacement Amounts were exchanged would have vested pursuant to its terms, with all Cash Replacement Amounts having the same terms and conditions (including, with respect to vesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the Unvested Awards for which they were exchanged, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes. For the avoidance of doubt, any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than the Per Share Price were cancelled immediately upon the Effective Time without payment or consideration.

Item 2.

Identity and Background

(a)

This Schedule 13D is filed by Sachin Gupta (the “Reporting Person”).

(b)

The address of the principal business office of the Reporting Person is 11100 NE 8th Street, Suite 600 Bellevue, WA 98004.

(c)

The Reporting Person is the president, chief executive officer and a member of the board of directors of the Issuer.

(d)

During the five years prior to the date hereof, the Reporting Person has not been convicted in a criminal proceeding.

(e)

During the five years prior to the date hereof, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a U.S. Citizen.

Item 3.

Source and Amount of Funds or Other Consideration

•

3,837,453 shares of Class A Common Stock held by the Reporting Person directly were disposed of at a price of $38.00 per share;

•

307,357 shares of Class A Common Stock held by the Reporting Person indirectly through Sachin Gupta, Trustee of the FutureZ Irrevocable Trust 16 (f/k/a PG GRAT of 2016 dated July 19, 2016) were disposed of at a price equal to $38.00 per share;

•

127,000 unvested restricted stock units held by the Reporting Person that represented contingent rights to receive 127,000 shares of Class A Common Stock upon settlement were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the Merger;

•

30,380 unvested performance restricted stock units held by the Reporting Person that represented contingent rights to receive 30,380 shares of Class A Common Stock were cancelled and automatically converted into the right to receive $38.00 per share on the same vesting terms as immediately prior to the consummation of the Merger;

•

630,231 vested options to purchase Class A Common Stock held by the Reporting Person were cancelled and automatically converted into the right to receive $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes; and

•

188,169 unvested options to purchase Class A Common Stock held by the Reporting Person were cancelled and automatically converted into the right to received $38.00 per share, less the applicable per share exercise price and subject to any applicable withholding taxes, on the same vesting terms as immediately prior to the consummation of the Merger.

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

(a)

As of the date of this report, the Reporting Person does not beneficially own any securities of the Issuer.  

(b)

As of the date of this report, the Reporting Person does not have the power to vote or direct the voting of, or to dispose or direct the disposition of, any securities of the Issuer.

(c)

Except as disclosed in Item 3 and Item 6 and a charitable gift of 395,000 shares of Class A Common Stock on December 20, 2018, the Reporting Person has not effected any transactions with respect to the shares of Class A Common Stock beneficially held by him during the past sixty (60) days.

(d)

Not applicable.

(e)

The Reporting Person ceased to be the beneficial owner of more than five percent of the Class A Common Stock of the Issuer as of January 10, 2019.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to Be Filed as Exhibits

Exhibit
Number

Title

Incorporation by Reference

Form

File No.

Exhibit

Filing Date

7.1

Form of Stock Option Grant Notice and Stock Option Agreement under the 2011 Executive Equity Incentive Plan, as amended

S-1

333-213334

10.18

August 26, 2016

7.2

Amended and Restated Investors’ Rights Agreement, dated May 3, 2013, by and among the registrant and the investors and founders named therein

S-1

333-213334

4.2

August 26, 2016

7.3

Amendment to the Amended and Restated Investors’ Rights Agreement, dated October 11, 2013

S-1

333-213334

4.2A

August 26, 2016

7.4

Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Equity Incentive Plan

S-1/A

333-213334

10.21

September 12, 2016

7.5

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2016 Equity Incentive Plan

S-1/A

333-213334

10.23

September 12, 2016

7.6

Certificate of Retirement

8-A/A

001-37885

3.1

May 11, 2018

7.7

Agreement and Plan of Merger, dated as of November 9, 2018, by and among Bellevue Parent, LLC, a Delaware limited liability company, Bellevue Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Bellevue Parent, LLC, and Apptio, Inc., a Delaware corporation.

8-K

001-37885

2.1

November 13, 2018

Dated: January 29, 2019

/s/ Sachin Gupta

Sachin Gupta