Form SC 13D/A APPIAN CORP Filed by: Abdiel Qualified Master Fund LP

Form SC 13D/A APPIAN CORP Filed by: Abdiel Qualified Master Fund LP

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May 25, 2022 9:02 AM EDT

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CUSIP No. 03782L101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 31)*

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, 29^th 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)

May 24, 2022

(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. ☐

*	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


1.		NAME OF REPORTING PERSON Abdiel Qualified Master Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

(1)	Based on 40,850,302 shares of Class A Common Stock outstanding as of May 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2022 filed with the Securities and Exchange Commission on May 5, 2022.

CUSIP No. 03782L101


1.		NAME OF REPORTING PERSON Abdiel Capital, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

(1)	Based on 40,850,302 shares of Class A Common Stock outstanding as of May 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2022 filed with the Securities and Exchange Commission on May 5, 2022.

CUSIP No. 03782L101


1.		NAME OF REPORTING PERSON Abdiel Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

(1)	Consists of 7,842,224 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 261,166 shares of Class A common stock held by Abdiel Capital, LP.

(2)	Based on 40,850,302 shares of Class A Common Stock outstanding as of May 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2022 filed with the Securities and Exchange Commission on May 5, 2022.

CUSIP No. 03782L101


1.		NAME OF REPORTING PERSON Abdiel Capital Advisors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

(1)	Consists of 7,842,224 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 261,166 shares of Class A common stock held by Abdiel Capital, LP.

(2)	Based on 40,850,302 shares of Class A Common Stock outstanding as of May 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2022 filed with the Securities and Exchange Commission on May 5, 2022.

CUSIP No. 03782L101


1.		NAME OF REPORTING PERSON Colin T. Moran I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

(1)	Consists of 7,842,224 shares of Class A common stock held by Abdiel Qualified Master Fund, LP and 261,166 shares of Class A common stock held by Abdiel Capital, LP.

(2)	Based on 40,850,302 shares of Class A Common Stock outstanding as of May 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2022 filed with the Securities and Exchange Commission on May 5, 2022.

CUSIP No. 03782L101

AMENDMENT NO. 31 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on June 12, 2017 (the “Original 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”), as amended by Amendment No. 1 thereto on June 27, 2017, Amendment No. 2 thereto on June 29, 2017, Amendment No. 3 thereto on July 3, 2017, Amendment No. 4 thereto on July 7, 2017, Amendment No. 5 thereto on July 12, 2017, Amendment No. 6 thereto on July 31, 2017, Amendment No. 7 thereto on October 26, 2017, Amendment No. 8 thereto on November 20, 2017, Amendment No. 9 thereto on November 30, 2017, Amendment No. 10 thereto on December 12, 2017, Amendment No. 11 thereto on December 15, 2017, Amendment No. 12 thereto on February 23, 2018, Amendment No. 13 thereto on March 20, 2018, Amendment No. 14 thereto on March 27, 2018, Amendment No. 15 thereto on April 25, 2018, Amendment No. 16 thereto on April 30, 2018, Amendment No. 17 thereto on August 3, 2018, Amendment No. 18 thereto on August 24, 2018, Amendment No. 19 thereto on October 5, 2018, Amendment No. 20 thereto on October 15, 2018, Amendment No. 21 thereto on October 31, 2018, Amendment No. 22 thereto on November 2, 2018, Amendment No. 23 thereto on December 17, 2018, Amendment No. 24 thereto on February 22, 2019, Amendment No. 25 thereto on September 9, 2019, Amendment No. 26 thereto on December 3, 2020, Amendment No. 27 thereto on February 1, 2021, Amendment No. 28 thereto on May 5, 2022, Amendment No. 29 thereto on May 9, 2022 and Amendment No. 30 thereto on May 11, 2022 (as so amended, the “Schedule 13D”). Capitalized terms used herein but not defined shall have the same meanings as are ascribed to such terms in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

The following paragraphs of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) – (b) The information requested by these paragraphs is incorporated herein by reference to the cover pages to this Amendment No. 31 to Schedule 13D.

(c) Information with respect to all transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 30 to the Schedule 13D is incorporated herein by reference to Exhibit A attached hereto.

Item 7.

Material to be Filed as Exhibits.

Exhibit A - Transactions Since the Filing of Amendment No. 30 to the Schedule 13D

CUSIP No. 03782L101

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: May 25, 2022


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

CUSIP No. 03782L101

EXHIBIT A

TRANSACTIONS EFFECTED SINCE THE FILING OF AMENDMENT NO. 30 TO THE SCHEDULE 13D

All of the below transactions in the Common Stock were traded in the ordinary course on the NASDAQ Stock 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
05/17/2022		Purchase		9,015	$	50.78	(1)
05/17/2022		Purchase		12,384	$	51.61	(2)
05/17/2022		Purchase		26,989	$	52.00
05/18/2022		Purchase		5,782	$	47.94	(3)
05/18/2022		Purchase		126,063	$	48.54	(4)
05/18/2022		Purchase		29,331	$	49.21	(5)
05/18/2022		Purchase		24,050	$	50.47	(6)
05/18/2022		Purchase		8,323	$	51.40	(7)
05/19/2022		Purchase		11,293	$	48.66	(8)
05/19/2022		Purchase		27,394	$	49.36	(9)
05/20/2022		Purchase		968	$	45.98	(10)
05/20/2022		Purchase		11,035	$	46.59	(11)
05/20/2022		Purchase		17,808	$	47.39	(12)
05/20/2022		Purchase		5,904	$	48.50	(13)
05/20/2022		Purchase		12,012	$	49.61	(14)
05/20/2022		Purchase		9,621	$	50.59	(15)
05/20/2022		Purchase		726	$	51.00
05/24/2022		Purchase		19,528	$	40.86	(16)
05/24/2022		Purchase		76,948	$	41.48	(17)
05/24/2022		Purchase		3,581	$	42.13	(18)

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
05/17/2022		Purchase		300	$	50.78	(1)
05/17/2022		Purchase		413	$	51.61	(2)
05/17/2022		Purchase		899	$	52.00
05/18/2022		Purchase		193	$	47.94	(3)
05/18/2022		Purchase		4,201	$	48.54	(4)
05/18/2022		Purchase		978	$	49.21	(5)
05/18/2022		Purchase		802	$	50.47	(6)
05/18/2022		Purchase		277	$	51.40	(7)
05/19/2022		Purchase		373	$	48.66	(8)
05/19/2022		Purchase		906	$	49.36	(9)
05/20/2022		Purchase		32	$	45.98	(10)
05/20/2022		Purchase		366	$	46.59	(11)
05/20/2022		Purchase		591	$	47.39	(12)
05/20/2022		Purchase		196	$	48.50	(13)
05/20/2022		Purchase		398	$	49.61	(14)
05/20/2022		Purchase		319	$	50.59	(15)
05/20/2022		Purchase		24	$	51.00
05/24/2022		Purchase		650	$	40.86	(16)
05/24/2022		Purchase		2,564	$	41.48	(17)
05/24/2022		Purchase		119	$	42.13	(18)

CUSIP No. 03782L101

(1)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $50.13 to $51.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(2)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $51.00 to $51.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(3)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $47.80 to $47.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(4)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $48.00 to $48.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(5)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $49.00 to $49.88. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(6)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $50.00 to $50.98. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(7)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $51.04 to $52.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(8)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $48.37 to $48.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(9)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $49.04 to $49.50. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(10)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $45.98 to $45.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(11)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $46.00 to $47.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(12)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $47.00 to $47.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(13)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $48.00 to $49.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(14)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $49.00 to $49.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

CUSIP No. 03782L101

(15)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $50.00 to $50.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(16)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $40.67 to $40.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(17)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $41.00 to $41.98. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(18)

The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $42.00 to $42.28. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

7,842,224

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

7,842,224