Sec Form 4 Filing - Greylock XII GP LLC @ Apptio Inc - 2017-04-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Apptio Inc [ APTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2550 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2017 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 04/28/2017 C 4,408,144 ( 1 ) A $ 0 4,408,144 ( 1 ) I By Greylock XII Limited Partnership ( 3 ) Class A Common Stock 04/28/2017 C 489,793 ( 2 ) A $ 0 489,793 ( 2 ) I By Greylock XII-A Limited Partnership ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amou nt or Number of Shares Class B Common Stock ( 5 ) 04/28/2017 C 4,408,144 ( 5 ) ( 5 ) Class A Common Stock 4,408,144 $ 0 4,408,144 I By Greylock XII Limited Partnership ( 3 ) Class B Common Stock ( 5 ) 04/28/2017 C 489,793 ( 5 ) ( 5 ) Class A Common Stock 489,793 $ 0 489,793 I By Greylock XII-A Limited Partnership ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greylock XII GP LLC 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Greylock XII Limited Partnership 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Greylock XII-A Limited Partnership 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures /s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC 04/28/2017 Signature of Reporting Person Date /s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC, the general partner of Greylock XII Limited Partnership 04/28/2017 Signature of Reporting Person Date /s/ Donald A. Sullivan, as Administrative Partner of Greylock XII GP LLC, the general partner of Greylock XII-A Limited Partnership 04/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion of 4,408,144 shares of Class B Common Stock into 4,408,144 shares of Class A Common Stock. ( 2 )Represents the conversion of 489,793 shares of Class B Common Stock into 489,793 shares of Class A Common Stock. ( 3 )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. ( 4 )The shares are held directly by Greylock XII-A Limited Partnership ("Greylock XII-A LP"). Greylock XII GP Limited Liability Company ("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 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. ( 5 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has 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 hereof, (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.

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