SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Greylock XII GP LLC

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2016

3. Issuer Name and Ticker or Trading Symbol
Apptio Inc [ APTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	1,962,223	⁽¹⁾	I	By Greylock XII Limited Partnership⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	1,290,276	⁽¹⁾	I	By Greylock XII Limited Partnership⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	652,431	⁽¹⁾	I	By Greylock XII Limited Partnership⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	368,340	⁽¹⁾	I	By Greylock XII Limited Partnership⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	134,874	⁽¹⁾	I	By Greylock XII Limited Partnership⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	218,026	⁽¹⁾	I	By Greylock XII-A Limited Partnership⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	143,364	⁽¹⁾	I	By Greylock XII-A Limited Partnership⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	72,492	⁽¹⁾	I	By Greylock XII-A Limited Partnership⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	40,926	⁽¹⁾	I	By Greylock XII-A Limited Partnership⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁴⁾	14,985	⁽¹⁾	I	By Greylock XII-A Limited Partnership⁽³⁾

1. Name and Address of Reporting Person^*

Greylock XII GP LLC

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Greylock XII Limited Partnership

(Last)

(First)

(Middle)

2550 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Greylock XII-A Limited Partnership

(Last)

(First)

(Middle)

2550 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares of Preferred Stock have no expiration date or conversion price and will automatically convert to shares of the Issuer's Class B Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis.

2. The shares are held directly by Greylock XII Limited Partnership ("Greylock XII LP"). Greylock XII GP Limited Liability Company ("Greylock XII GP") is the sole General Partner of Greylock XII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XII LP. Greylock XII GP disclaims beneficial ownership of the securities held by Greylock XII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. The shares are held directly by Greylock XII-A Limited Partnership ("Greylock XII-A LP"). Greylock XII GP is the sole General Partner of Greylock XII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XII-A LP. Greylock XII GP disclaims any beneficial ownership of the securities held by Greylock XII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and will have no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of: (i) any transfer, whether or not for value, except for certain transfers to "Permitted Transferees" as defined in the Issuer's restated certificate of incorporation in effect as of the date of the closing of the Issuer's initial public offering, (ii) the date on which the Class B Common Stock ceases to represent at least 25% of the Issuer's outstanding common stock, or (iii) the seventh anniversary of the closing of the Issuer's initial public offering.

Remarks:

	/s/ Donald A. Sullivan, as Administrative Member of Greylock XII GP LLC	09/22/2016
	/s/ Donald A. Sullivan, as Administrative Member of Greylock XII GP LLC, the general partner of Greylock XII Limited Partnership	09/22/2016
	/s/ Donald A. Sullivan, as Administrative Member of Greylock XII GP LLC, the general partner of Greylock XII-A Limited Partnership	09/22/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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