SEC Form 4 · accession 0000899243-16-034173
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William R Rauth III
Director · 10% Owner
Period of report
Nov 22, 2016
Accepted (ET)
Nov 22, 2016 · 5:58 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 | S | 32,377 | D | — | — | Class A Common Stock | 32,377 | 3,855,275 | I |
| Class B Common StockF1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 379,012 | 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 | — | 15,129 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,129 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,119 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,119 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,119 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,119 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,119 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 15,119 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 13,725 | I |
| Class B Common StockF6,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 1,407 | I |
| Class B Common StockF7,F1,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 5,041 | 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 sold or otherwise transferred 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 A 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).
- 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 sold a total of 32,377 Class B Shares, by means of a sale of part of the interest he owned in IVP III, to one of its other members, for an aggregate sales price of $637,826.90. The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion, transfer or other disposition of 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 any pecuniary interest he may have therein.
- F4These Class B Shares are owned by IGSB Venture Fund III LLC, a private investment fund that 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 any pecuniary interest he may have therein.
- F5These Class B Shares are owned by an irrevocable trust established for one of the Reporting Person's grandchildren. The Reporting Person 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, the Reporting Person disclaims any pecuniary interest in these Class B Shares.
- F6These Class B Shares are owned by an irrevocable trust established for another of the Reporting Person's grandchildren. The Reporting Person 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, he disclaims any pecuniary interest in these Class B Shares.
- F7These Class B Shares are owned by Ospre-Point Capital, LLC. In his capacity as sole manager of Ospre-Point Capital, the Reporting Person possesses sole voting and dispositive power with respect to, but disclaims any pecuniary interest in, these Shares.