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13G Filing: Hawk Ridge Management and Apptio Inc (APTI)

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
Hawk Ridge Capital Management 0 445,991 0 445,991 445,991 6.5%
Hawk Ridge Management 0 445,991 0 445,991 445,991 6.5%
Hawk Ridge Master Fund 0 445,991 0 445,991 445,991 6.5%
Hawk Ridge Capital Management GP 0 445,991 0 445,991 445,991 6.5%
David Brown 0 445,991 0 445,991 445,991 6.5%
David Brown
David Brown
Hawk Ridge Management

Page 1 of 11 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. )*

 

Apptio Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
03835C108
(CUSIP Number)
March 31, 2017
(Date of Event Which Requires Filing of the 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 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 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 11 – SEC Filing

CUSIP No. 03835C108

1.

NAME OF REPORTING PERSONS

Hawk Ridge Capital Management, L.P. EIN:47-3560079

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     o

(b)    x

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

445,991

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

445,991

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

445,991

10.

CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

* 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 Issuer’s Form 10-K dated February 17, 2017.

2

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Page 3 of 11 – SEC Filing

CUSIP No. 03835C108

1.

NAME OF REPORTING PERSONS

Hawk Ridge Management, LLC EIN:26-0402214

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     o

(b)     o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

445,991

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

445,991

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

445,991

10.

CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

* 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 Issuer’s Form 10-K dated February 17, 2017.

3

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Page 4 of 11 – SEC Filing

CUSIP No. 03835C108

 

1.

NAME OF REPORTING PERSONS

Hawk Ridge Master Fund, L.P. EIN:36-4782711

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     o

(b)     o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

445,991

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

445,991

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

445,991

10.

CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

* 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 Issuer’s Form 10-K dated February 17, 2017.

4

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Page 5 of 11 – SEC Filing

CUSIP No. 03835C108

 

1.

NAME OF REPORTING PERSONS

Hawk Ridge Capital Management GP, LLC EIN: 47-3548061

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     o

(b)     o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

445,991

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

445,991

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

445,991

10.

CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

* 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 Issuer’s Form 10-K dated February 17, 2017.

5

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Page 6 of 11 – SEC Filing

CUSIP No. 03835C108

1.

NAME OF REPORTING PERSONS

David Brown

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)     o

(b)     o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

445,991

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

445,991

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

445,991

10.

CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

* 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 Issuer’s Form 10-K dated February 17, 2017.

 

6

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Page 7 of 11 – SEC Filing

 

Item 1(a).

Name of Issuer:

Apptio Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:

11100 NE 8th Street, Suite 600 Bellevue, WA 98004

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed jointly by (1) Hawk Ridge Capital Management, L.P., (2) Hawk Ridge Management, LLC, (3) Hawk Ridge Master Fund L.P., (4) Hawk Ridge Capital Management GP, LLC, and (5) David Brown (each a “Reporting Person”).  The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit A, pursuant to which such persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)  of the Securities Exchange Act of 1934.  The Reporting Persons are of the view that they are not acting as a group for purposes of Section 13(d)  under the Securities Exchange Act of 1934.
Item 2(b).

Address of Principal Business Office or, if none,
Residence:

 

For each Reporting Person

12424 Wilshire Blvd., Suite 1430
Los Angeles, CA 90025
Item 2(c).

Citizenship:

Hawk Ridge Capital Management, L.P. – Delaware

Hawk Ridge Management, LLC – Delaware

Hawk Ridge Master Fund L.P. – Delaware

Hawk Ridge Capital Management GP, LLC – Delaware

David Brown – US Citizen

Item 2(d).

Title of Class of Securities:

Common Stock
Item 2(e).

CUSIP Number:

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 (15 U.S.C. 78o);
(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);**
7

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Page 8 of 11 – SEC Filing

(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) x A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);***
(h) ¨ A savings association 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 (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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

** Hawk Ridge Capital Management, L.P. is an investment
adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

*** Mr. Brown is a control person of HRCM in accordance
with §240.13d-1(b)(1)(ii)(G).

Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
For each Reporting Person:
(a) Amount beneficially owned:  445,991
(b) Percent of class: 6.5%*
(c) Number of shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 445,991
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 445,991

Shares reported herein
are held by Hawk Ridge Master Fund, L.P. (“HRMF”) for which Hawk Ridge Capital Management, L.P. (“HRCM”)
serves as the investment manager and Hawk Ridge Management LLC (“HRM”) serves as general partner. Hawk Ridge
Capital Management GP, LLC (“HRCMGP”) serves as the General Partner of Hawk Ridge Capital Management, L.P. David
Brown serves as managing member of both Hawk Ridge Capital Management GP, LLC and Hawk Ridge Management LLC.

HRCM, in its capacity
as investment manager to HRMF, may be deemed to be the beneficial owner of the securities owned by HRMF, as in its capacity
as investment manager it has the power to dispose of, direct the disposition of, and vote such securities. HRM, in its capacity
as general partner to HRMF, may be deemed to be the beneficial owner of the securities owned by HRMF, as in its capacity as general
partner it has the power to dispose of, direct the disposition of, and vote such securities. HRCMGP, in its capacity as general
partner to HRCM, may be deemed to be the beneficial owner of the securities owned by HRMF, as in its capacity as general
partner to HRCM it has the power to dispose of, direct the disposition of, and vote the securities owned by HRMF. David Brown is
the managing member of both HRCMGP and HRM. As a control person of HRCMGP and HRM, Mr. Brown may be deemed to beneficially own
the securities owned by HRMF.

Pursuant to Rule 13d-4, HRCM, HRM, HRCMGP, and David
Brown each disclaim beneficial ownership of the securities owned by HRMF.

8

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Page 9 of 11 – SEC Filing

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 5 percent of the class of securities, check the following. o
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
See Item 4 above.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certifications:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Page 10 of 11 – 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.

Date: April 11, 2017

Hawk Ridge Capital Management
GP, LLC

 

By:
/s/ David Brown                 

David Brown, Managing Member

Hawk Ridge Capital Management,
L.P.

 

By: Hawk Ridge Capital Management
GP, LLC

Its: General Partner

By: /s/
David Brown                 

David Brown, Managing Member

Hawk Ridge Management,
LLC

 

By:
/s/ David Brown                 

David Brown, Managing Member

Hawk Ridge Master Fund,
L.P.

 

By: Hawk Ridge Management,
LLC

Its: General Partner

By: /s/
David Brown                 

David Brown, Managing Member

/s/ David
Brown                        

David
Brown

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 the 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).

10

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Page 11 of 11 – SEC Filing

Exhibit
A

Joint Filing
Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the
Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced
to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate,
and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the
requirements for making a joint filing under Rule 13d-1.

Date: April 11, 2017

Hawk Ridge Capital Management
GP, LLC

 

By:
/s/ David Brown                 

David Brown, Managing Member

Hawk Ridge Capital Management,
L.P.

 

By: Hawk Ridge Capital Management
GP, LLC

Its: General Partner

By:
/s/ David Brown                 

David Brown, Managing Member

Hawk Ridge Management,
LLC

 

By:
/s/ David Brown                 

David Brown, Managing Member

Hawk Ridge Master Fund,
L.P.

 

By: Hawk Ridge Management,
LLC

Its: General Partner

By:
/s/ David Brown                 

David Brown, Managing Member

/s/ David
Brown                        

David
Brown

11
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