Amendment: SEC Form SCHEDULE 13G/A filed by Appian Corporation
$APPN
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)
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Appian Corporation (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
03782L101 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 03782L101 |
| 1 | Names of Reporting Persons
Matthew W. Calkins | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,994,207.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
39.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Appian Corporation | |
| (b) | Address of issuer's principal executive offices:
7950 Jones Branch Drive, McLean, VA, 22102 | |
| Item 2. | ||
| (a) | Name of person filing:
Matthew W. Calkins | |
| (b) | Address or principal business office or, if none, residence:
Matthew W. Calkins
c/o Appian Corporation
7950 Jones Branch Drive
McLean, VA 22102 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
03782L101 | |
| 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 (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of February 7, 2025: Mr. Calkins beneficially owned 1,778,327 shares of the Issuer's Class A Common Stock and 27,215,880 of the Issuer's Class B Common Stock, of which (i) 20,274,710 are indirectly beneficially owned and held by the Calkins Family LLC (the "Family LLC"), (ii) 6,941,070 are indirectly beneficially owned and held by Wallingford LLC ("Wallingford"), and (iii) 100 are shares of Class B Common Stock underlying options that are vested and exercisable within 60 days of February 7, 2025. Mr. Calkins is the managing member of each of the Family LLC and Wallingford. The Class B Common Stock is convertible at the holder's option into the Issuer's Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. | |
| (b) | Percent of class:
Based on (i) 42,938,701 shares of the Issuer's Class A Common Stock issued and outstanding and (ii) 31,090,085 shares of the Issuer's Class B Common Stock issued and outstanding, in each case, as of December 31, 2024, as reported by the Issuer to Mr. Calkins on February 7, 2025, and the information set forth in (a) above, Mr. Calkins beneficially held 39.2% of the Issuer's outstanding Common Stock, which represents 77.4% of the total voting power of the Issuer's outstanding Common Stock and 41.3% of the Issuer's outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Calkins as converted for purposes of computing this percentage). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
28,994,207 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
28,994,207 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| 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.
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