Sec Form 4 Filing - McIlwain Matthew S @ Apptio Inc - 2018-05-30

Insider filing report for Changes in Beneficial Ownership
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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
McIlwain Matthew S
2. Issuer Name and Ticker or Trading Symbol
Apptio Inc [ APTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
999 THIRD AVENUE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2018
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/30/2018 A 4,649 ( 1 ) ( 2 ) A $ 0 53,590 ( 3 ) D
Class A Common Stock 18,691 I See footnote ( 4 )
Class A Common Stock 1,049,786 I See footnote ( 5 )
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 Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McIlwain Matthew S
999 THIRD AVENUE, 34TH FLOOR
SEATTLE, WA98104
X
Signatures
/s/ John Morrow, attorney-in-fact 06/01/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share is represented by a restricted stock unit (RSU) that represents a contingent right to receive one share of the Issuer's Class ACommon Stock upon settlement.
( 2 )The RSU Award was automatically granted on May 30, 2018 pursuant to the Issuer's Outside Director Compensation Policy that was approved and adopted by the Issuer's Board of Directors on September 1, 2016 and 100% of the RSUs will vest on the earlier of the one year anniversary of the grant date and the date of the next annual meeting of the Issuer, provided that the Reporting Person continues to serve on the Issuer'sBoard of Directors through the date of vesting.
( 3 )Includes 4,649 RSUs that represent contingent rights to receive 4,649 shares of the Issuer's Class A Common Stock upon settlement.
( 4 )Shares held by the McIlwain Family GST Trust.
( 5 )Includes 1,009,457 shares held by Madrona Venture Fund III, L.P.("Madrona III") and 40,329 shares held by Madrona Venture Fund III-A, L.P. ("Madrona III-A"). Matthew McIlwain (who is a director of the issuer and files separate section 16(a) reports) is a managing director of the various entities affiliated with Madrona. Madrona Investment Partners III, L.P. is the general partner of Madrona III and Madrona III-A. Mr. McIlwain disclaims beneficial ownership of such shares except to the extent of hispecuniary interest therein.

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 4(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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