SEC Form 5 · accession 0000899243-16-013251

APPFOLIO INC · APPF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William R Rauth III

Director · 10% Owner

Period of report

Dec 31, 2015

Accepted (ET)

Feb 12, 2016 · 6:00 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001433195

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Dec 23, 2015	C	5,000	$0.00	A	0	D
Class A Common Stock	Dec 23, 2015	G	5,000	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2,F3	—	Dec 23, 2015	C	5,000	D	—	—	Class A Common Stock	5,000	379,012	D
Class B Common Stock^F4,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	3,855,274	3,855,274	I
Class B Common Stock^F5,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	993,627	993,627	I
Class B Common Stock^F6,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,129	15,129	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,129	15,129	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,119	15,119	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,119	15,119	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,119	15,119	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,119	15,119	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,119	15,119	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	15,119	15,119	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	13,725	13,725	I
Class B Common Stock^F7,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	1,407	1,407	I
Class B Common Stock^F8,F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	5,041	5,041	I

Explanation of responses

F1These 5,000 shares of Class A Common Stock were acquired by the undersigned's conversion of 5,000 shares of Class B Common Stock that had been owned by the undersigned. The terms of the Class B Common Stock provide that each share of Class B Common Stock is convertible, at the option of the holder thereof, into one share of Class A Common Stock, without the payment of any consideration. See Note 2 below.
F2The shares of Class B Common Stock do not have an expiration date. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, shares of Class B Common Stock that are transferred after June 30, 2015 will convert automatically, on a one share-for-one share basis, into shares of Class A Common Stock, except for (i) any transfers by a partnership or limited liability company that was a registered holder of shares of Class B Common Stock prior to June 30, 2015, made to anyone who was a partner or member of any such partnership or limited liability company prior to that date, and (ii) any transfer to a "qualified recipient" as defined in the Issuer's amended and restated certificate of incorporation.
F3All outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one share-for-one share basis, on the date when the number of the Issuer's outstanding shares of Class B Common Stock represents less than 10% of the sum of its outstanding shares of Class A Common Stock and Class B Common Stock.
F4These shares of Class B Common Stock are owned by IGSB IVP III, LLC, a private investment fund managed by Investment Group of Santa Barbara LLC (IGSB). Mr. Rauth is one of three members of IGSB and, as a result, Mr. Rauth may be deemed to share voting and dispositive power over these shares with IGSB and its other two members. However, Mr. Rauth disclaims beneficial ownership of these shares (except to the extent of any pecuniary interest he may have therein), because any decision with respect to the voting or disposition of such shares requires the approval or consent of the other two members of IGSB.
F5These shares of Class B Common Stock are owned by IGSB Internal Venture Fund III, LLC, a private investment fund managed by Investment Group of Santa Barbara LLC (IGSB). Mr. Rauth is one of three members of IGSB and, as a result, Mr. Rauth may be deemed to share voting and dispositive power over these shares with IGSB and its other two members. However, Mr. Rauth disclaims beneficial ownership of these shares (except to the extent of any pecuniary interest he may have therein), because any decision with respect to the voting or disposition of such shares requires the approval or consent of the other two members of IGSB.
F6These Class B Shares are owned by an irrevocable trust established for one of Mr. Rauth's grandchildren. Mr. Rauth is the trustee of the trust and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by it. However, Mr. Rauth disclaims any pecuniary interest in these Class B Shares.
F7These Class B Shares are owned by an irrevocable trust established for another of Mr. Rauth's grandchildren. Mr. Rauth is the trustee of the trust and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by it. However, Mr. Rauth disclaims any pecuniary interest in these Class B Shares.
F8These Class B Shares are owned by Ospre-Point Capital, LLC. In his capacity as sole manager of Ospre-Point Capital, the undersigned possesses sole voting and dispositive power with respect to, but disclaims any pecuniary interest in, these Shares.