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13G Filing: Clearline Capital and Apptio Inc

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Clearline Capital 467,521 467,521 6.8%
Clearline Capital 467,521 467,521 6.8%
Clearline Capital GP 467,521 467,521 6.8%
Marc Majzner 467,521 467,521 6.8%
Marc Majzner
Marc Majzner
Clearline Capital

Page 1 of 10 – SEC Filing


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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Apptio Inc.
(Name of
Issuer)

Class A Common Stock
(Title of Class of
Securities)

03835C108
(CUSIP Number)

March 28, 2017
(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)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in 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).

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Page 2 of 10 – SEC Filing

SCHEDULE 13G

CUSIP No.
03835C108

 

1 Names of Reporting Persons
Clearline Capital LP EIN:90-0934356
2 Check the appropriate box if a member of a Group (see
instructions)
       (a)
[   ] Not Applicable
       (b)
[   ]
3 Sec Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of  0
Shares 6 Shared Voting Power
Beneficially 467,521
Owned by Each
Reporting Person 7 Sole Dispositive Power
With:
 0
8 Shared Dispositive Power
467,521
9

Aggregate Amount Beneficially Owned by Each Reporting
Person

467,521

10

Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)

[   ] Not Applicable

11

Percent of class represented by amount in row
(9)

6.8%

12

Type of Reporting Person (See Instructions)

IA

Page 2 of 10

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Page 3 of 10 – SEC Filing

SCHEDULE 13G

CUSIP No.
03835C108

 

1 Names of Reporting Persons
Clearline Capital LLC EIN:80-0879780
2 Check the appropriate box if a member of a Group (see
instructions)
       (a)
[   ] Not Applicable
       (b)
[   ]
3 Sec Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares 6 Shared Voting Power
Beneficially
Owned by Each 467,521
Reporting Person 7 Sole Dispositive Power
With:
0
8 Shared Dispositive Power
467,521
9

Aggregate Amount Beneficially Owned by Each Reporting
Person

467,521

10

Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)

[   ] Not Applicable

11

Percent of class represented by amount in row
(9)

6.8%

12

Type of Reporting Person (See Instructions)

IA

Page 3 of 10

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Page 4 of 10 – SEC Filing

SCHEDULE 13G

CUSIP No.
03835C108

 

1 Names of Reporting Persons
Clearline Capital GP LLC EIN:46-2006930
2 Check the appropriate box if a member of a Group (see
instructions)
       (a)
[   ]  Not Applicable
(b)  [   ]
3 Sec Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares 6 Shared Voting Power
Beneficially
Owned by Each 467,521
Reporting Person 7 Sole Dispositive Power
With:
0
8 Shared Dispositive Power
467,521
9

Aggregate Amount Beneficially Owned by Each Reporting
Person

467,521

10

Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)

[   ] Not Applicable

11

Percent of class represented by amount in row
(9)

6.8%

12

Type of Reporting Person (See Instructions)

IA

Page 4 of 10

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Page 5 of 10 – SEC Filing

SCHEDULE 13G

CUSIP No.
03835C108

 

1 Names of Reporting Persons
Marc Majzner
2 Check the appropriate box if a member of a Group (see
instructions)
       (a) [
] Not Applicable
       (b) [
]
3 Sec Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 0
Shares 6 Shared Voting Power
Beneficially
Owned by Each 467,521
Reporting Person 7 Sole Dispositive Power
With:
0
8 Shared Dispositive Power
467,521
9

Aggregate Amount Beneficially Owned by Each Reporting
Person

467,521

10

Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)

[   ] Not Applicable

11

Percent of class represented by amount in row
(9)

6.8%

12

Type of Reporting Person (See Instructions)

IN

Page 5 of 10

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Page 6 of 10 – SEC Filing

Item 1.

(a)

Name of Issuer: Apptio Inc. (Apptio)

(b)

Address of Issuers Principal Executive Offices:
11100 NE 8th Street, Suite 600 Bellevue, WA
98004

Item 2.

(a)

Name of Person Filing:

Clearline Capital LP

Clearline Capital LLC

Clearline Capital GP LLC

Marc Majzner

(b)

Address of Principal Business Office or, if None,
Residence: 950 Third Avenue, 23
rd Floor, New
York, NY 10022

(c)

Citizenship:

Clearline Capital LP – Delaware

Clearline Capital LLC – Delaware

Clearline Capital GP LLC – Delaware

Marc Majzner US Citizen

(d)

Title and Class of Securities: Class A Common
Stock

(e)

CUSIP No.: 03835C108

 

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;
(b) [_] Bank as defined in Section
3(a)(6) of the Act;
(c) [_] Insurance company as defined in
Section 3(a)(19) of the Act;
(d) [_] Investment company registered
under Section 8 of the Investment Company Act of 1940;
(e) [_] An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or
control person in accordance with Rule 13d-1(b)(1)(ii)(G);

Page 6 of 10

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Page 7 of 10 – SEC Filing


(h) [_]

A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);

(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;

(j) [_]

A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);

(k) [_]

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_____

Item 4. Ownership***

As of the close of business on April 5, 2017, Clearline Capital
LP, Clearline Capital LLC, Clearline Capital GP LLC and Marc Majzner
beneficially owned 467,521 shares, or 6.8%, of the Issuers Class A Common Stock
outstanding. The percentage was calculated based on the 6,900,000 shares of
Class A Common Stock outstanding as of February 14, 2017, as per the Issuers
Form 10-K dated February 17, 2017.

(a)

Amount Beneficially Owned***:

As of the close of business on April 5, 2017, Clearline
Capital LP, a Delaware limited partnership, beneficially owned 467,521
shares of the Issuers Class A Common Stock.

As of the close of business on April 5, 2017, Clearline
Capital LLC, a Delaware limited liability company, beneficially owned
467,521 shares of the Issuers Class A Common Stock.

As of the close of business on April 5, 2017, Clearline
Capital GP LLC, a Delaware limited liability company, beneficially owned
467,521 shares of the Issuers Class A Common Stock.

As of the close of business on April 5, 2017, Marc
Majzner, managing member, beneficially owned 467,521 shares of the
Issuers Class A Common Stock.

(b)

Percent of Class:

As of the close of business on April 5, 2017, Clearline
Capital LP beneficially owned 6.8%, of the Issuers Class A Common Stock
outstanding.

As of the close of business on April 5, 2017, Clearline
Capital LLC beneficially owned 6.8%, of the Issuers Class A Common Stock
outstanding.

As of the close of business on April 5, 2017, Clearline
Capital GP LLC beneficially owned 6.8%, of the Issuers Class A Common
Stock outstanding.

As of the close of business on April 5, 2017, Marc
Majzner beneficially owned 6.8%, of the Issuers Class A Common Stock
outstanding.

 

(c)

Number of shares as to which such person
has:

 

(i)

Sole power to vote or to direct the vote:
0

(ii)

Shared power to vote or to direct the
vote:

Page 7 of 10

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Page 8 of 10 – SEC Filing

Clearline Capital LP beneficially
owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital LLC beneficially
owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital GP LLC beneficially
owned 467,521 shares as of close of business on April 5, 2017

Marc Majzner beneficially owned 467,521
shares as of close of business on April 5, 2017

(iii)

Sole power to
dispose or to direct the disposition of: 0

(iv)

Shared power to
dispose or to direct the disposition of:

Clearline Capital LP beneficially owned
467,521 shares as of close of business on April 5, 2017

Clearline Capital LLC beneficially
owned 467,521 shares as of close of business on April 5, 2017

Clearline Capital GP LLC beneficially
owned 467,521 shares as of close of business on April 5, 2017

Marc Majzner beneficially owned 467,521
shares as of close of business on April 5, 2017

*** Shares reported herein are held by investment advisory
clients for which Clearline Capital LP serves as the investment manager and
Clearline Capital GP LLC serves as the general partner. Clearline Capital LLC
serves as the general partner of Clearline Capital LP. Marc Majzner serves as
managing member of both Clearline Capital LLC and Clearline Capital GP LLC. Each
of the Reporting Persons disclaims beneficial ownership of the shares reported
herein except to the extent of its or its pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a
Class.

If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [   ].

Item 6.

Ownership of more than Five Percent on Behalf
of Another Person. Not Applicable

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

Item 8.

Identification and classification of members of
the group. Not Applicable

Item 9.

Notice of Dissolution of Group. Not
Applicable

Item 10.

Certifications.

Page 8 of 10

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Page 9 of 10 – SEC Filing

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.

Dated: April 5, 2017

CLEARLINE CAPITAL LP
By: Clearline Capital LLC
By: /s/Marc
Majzner                    
Name: Marc Majzner
Title: Managing Member
CLEARLINE CAPITAL LLC
By: /s/Marc
Majzner                    
Name: Marc Majzner
Title: Managing Member
CLEARLINE CAPITAL GP LLC
By: /s/Marc
Majzner                    
Name: Marc Majzner
Title: Managing Member
MARC MAJZNER
/s/Marc
Majzner                          

The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 9 of 10

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Page 10 of 10 – SEC Filing

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of April 5, 2017, is by and among
Clearline Capital LP, Clearline Capital LLC, Clearline Capital GP LLC and Marc
Majzner (collectively, the Filers).

Each of the Filers may be required to file with the United States Securities and
Exchange Commission a statement on Schedule 13D and/or 13G with respect to
shares of Class A Common Stock of Apptio Inc. beneficially owned by them from
time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the
Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a
single statement on Schedule 13D and/or 13G (and any amendments thereto) on
behalf of each of the Filers, and hereby further agree to file this Joint Filing
Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written
notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

CLEARLINE CAPITAL LP
By: Clearline Capital LLC
By: /s/Marc
Majzner               
Name: Marc Majzner
Title: Managing Member
CLEARLINE CAPITAL LLC
By: /s/Marc
Majzner              
Name: Marc Majzner
Title: Managing Member
CLEARLINE CAPITAL GP LLC
By: /s/Marc
Majzner             
Name: Marc Majzner
Title: Managing Member
MARC MAJZNER
/s/Marc
Majzner                   

Page 10 of 10


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