SEC Form 4 · accession 0000899243-16-035668

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 14, 2016

Accepted (ET)

Dec 15, 2016 · 7:10 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 Stock^F1,F2	$0.00	Nov 22, 2016	G	5,000	D	—	—	Class A Common Stock	5,000	374,012	D
Class B Common Stock^F3,F1,F2	$0.00	Dec 14, 2016	J	847	A	—	—	Class A Common Stock	847	374,859	D
Class B Common Stock^F4,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	3,855,275	I
Class B Common Stock^F5,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	993,627	I
Class B Common Stock^F6,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,129	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,129	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	13,725	I
Class B Common Stock^F7,F1,F2	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	1,407	I
Class B Common Stock^F8,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).
F2(Continued from Footnote 1) However, all 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 were received as a result of a pro rata liquidating distribution by a limited liability company of which the Reporting Person was a non-managing member. The limited liability company did not receive any consideration for the distribution of the Class B Shares to the Reporting Person. As a non-managing member of the limited liability company, the Reporting Person (i) did not have a beneficial ownership interest in these Shares prior to their distribution to him by the limited liability company and (ii) did not have control over the limited liability company's decision to distribute all of the Class B Shares that it had owned or over the nature, terms or timing of the liquidating distribution by the limited liability company.
F4These 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"). 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.
F5These 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.
F6These 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.
F7These 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, the Reporting Person 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 Reporting Person possesses sole voting and dispositive power with respect to, but disclaims any pecuniary interest in, these Shares.