SEC Form 4 · accession 0000899243-17-011042
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maurice J Duca
10% Owner
Period of report
Apr 25, 2017
Accepted (ET)
Apr 27, 2017 · 6:08 pm EDT
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 StockF1 | Apr 26, 2017 | J | 300,070 | — | D | 0 | D | |
| Class A Common StockF2 | holding | — | — | — | 400,000 | I | By Duca Fund 12 LLC (2) | |
| Class A Common StockF3 | holding | — | — | — | 191,830 | I | By Pension Plan |
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 StockF4,F5,F6 | $0.00 | Apr 25, 2017 | J | 300,070 | D | — | — | Class A Common Stock | 300,070 | 1,058,056 | I |
| Class B Common StockF7,F5,F6 | $0.00 | Apr 26, 2017 | J | 300,070 | A | — | — | Class A Common Stock | 300,070 | 1,827,702 | D |
| Class B Common StockF8,F5,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 3,855,275 | I |
| Class B Common StockF9,F5,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 993,627 | I |
| Class B Common StockF10,F5,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 58,474 | I |
| Class B Common StockF5,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 39,964 | I |
| Class B Common StockF11,F5,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 7,022 | I |
| Class B Common StockF12,F5,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | — | 2,659 | I |
Explanation of responses
- F1The Reporting Person exchanged these shares of AppFolio Class A Common Stock ("Class A Shares") for a like number of shares of AppFolio Class B Common Stock ("Class B Shares") in a private transaction.
- F10These 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.
- F11These Class B Shares are held by a trust of which the Reporting Person is a co-trustee and, in that capacity, he 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.
- F12These 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.
- F2These Class A Shares are held by a limited liability company, of which the Reporting Person is the sole manager. In that capacity, the Reporting Person possesses sole voting and dispositive power over all of these Shares, but disclaims beneficial ownership over these Shares except to the extent of his pecuniary interest therein.
- F3These 191,830 Class A Shares are owned by the Pension Plan of which the Reporting Person is the sole trustee. In that capacity he possesses sole voting and investment power over these Class A Shares. However, the Reporting Person does not have and he disclaims any pecuniary interest in these Class A Shares.
- F4The 300,070 Class B Shares, which were held in a pension plan over which the Reporting Person possessed sole voting and dispositive power, were distributed, without consideration, to the beneficiary under the plan, leaving a total of 1,058,056 Class B Shares in the pension plan. The Reporting Person ceased to possess voting and dispositive power over these 300,070 Class B Shares upon their distribution to the beneficiary. As previously reported, the Reporting Person did not have a pecuniary interest in those 300,070 Class B Shares, and he does not have any pecuniary interest in, and disclaims beneficial ownership of, the 1,058,056 Class B Shares that remain in the pension plan.
- F5The 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 Class A Share. 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.
- F6All 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 AppFolio's outstanding Class B Shares represents less than 10% of the sum of AppFolio's outstanding Class A and Class B Shares.
- F7These Class B Shares were acquired in exchange for a like number of Class A Shares in the private transaction referenced in footnote (1) above.
- F8These 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 and 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, with IGSB and its other two members, over these Class B Shares owned by IVP III. However, the Reporting Person disclaims beneficial ownership of these Class B shares, except to the extent of his pecuniary interest therein.
- F9These Class B Shares are owned by IGSB Internal Venture Fund III LLC, a private investment fund ("IVF III"), which is managed by IGSB. The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion and 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, with IGSB and its other two members, over these Class B shares owned by IVF III. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of his pecuniary interest therein.