SEC Form 4 · accession 0000899243-16-034172
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 22, 2016
Accepted (ET)
Nov 22, 2016 · 5:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433195
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF3,F1,F2 | $0.00 | Nov 22, 2016 | P | 32,377 | A | — | — | Class A Common Stock | 32,377 | 3,855,275 | I |
| Class B Common StockF1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 1,502,632 | D |
| Class B Common StockF4,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 993,627 | I |
| Class B Common StockF5,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 1,358,126 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 58,474 | I |
| Class B Common StockF1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 39,964 | I |
| Class B Common StockF7,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 7,022 | I |
| Class B Common StockF8,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 2,659 | I |
Explanation of responses
- F1The shares of Class B Common Stock ("Class B Shares") do not have an expiration date. Each Class B Share is convertible, at any time at the option of the holder, into one share of AppFolio's Class A Common Stock (the "Class A Shares"). In addition, Class B Shares that are transferred by the Reporting Person will convert automatically, on a one share-for-one share basis, into Class A Shares, except for (i) any transfer by a partnership or limited liability company that was a registered holder of Class B Shares prior to June 30, 2015 that is made to anyone who was a partner or member of any such partnership or limited liability company prior to June 30, 2015, and (ii) any transfer to a "qualified recipient" (as defined in AppFolio's Amended and Restated Certificate of Incorporation), such as the Reporting Person.
- F2All of the outstanding Class B Shares will convert automatically into Class A Shares, on a one share-for-one share basis, on the date when the number of the Company's outstanding Class B Shares represents less than 10% of the sum of AppFolio's outstanding Class A and Class B Shares.
- F3These Class B Shares are owned by IGSB IVP III LLC, a private investment fund ("IVP III"), which is managed by Investment Group of Santa Barbara LLC ("IGSB"). On November 22, 2016, the Reporting Person, who is a member of IVP III, indirectly purchased a total of 32,377 Class B Shares, by means of a purchase of an additional interest in IVP III from another of its members, for an aggregate purchase price of $637,826.90. The Reporting Person also is one of the three members of IGSB and all decisions regarding the voting, conversion, transfer or other disposition of the Class B Shares owned by IVP III require the unanimous approval of all three members. As a result, the Reporting Person may be deemed to share voting and dispositive power, with IGSB and its other two members, over the Class B Shares owned by IVP III. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
- F4These Class B Shares are owned by IGSB Venture Fund III LLC, a private investment fund, which is managed by IGSB. The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion and transfer or other disposition of these Class B Shares require the unanimous approval of all three members. As a result, the Reporting Person may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other two members. However, the Reporting Person disclaims beneficial ownership of these Shares, except to the extent of his pecuniary interest therein.
- F5These Class B Shares are owned by a pension plan of which the Reporting Person is the trustee and, in that capacity, the Reporting Person possesses sole voting and dispositive power over these Shares. However, the Reporting Person does not have any pecuniary interest in these Shares.
- F6These Class B Shares are owned by a pension plan of which the Reporting Person is both the trustee and the beneficiary. As a result, the Reporting Person possesses sole voting and dispositive power over these Shares.
- F7These Class B Shares are held by a trust of which the Reporting Person is a co-trustee and, in that capacity, may be deemed to share voting and dispositive power over these Shares with the other trustee. However, the Reporting Person does not have a pecuniary interest in these Shares and he disclaims beneficial ownership thereof because decisions with respect to the voting and disposition of these Shares require the approval of the other trustee.
- F8These Class B Shares are held by a private foundation of which the Reporting Person is the president. The Reporting Person does not have any pecuniary interest in these Shares and disclaims beneficial ownership thereof because decisions with respect to the voting and disposition of these Shares are subject to the oversight and the approval of the foundation's board of directors.