SEC Form 4 · accession 0000899243-17-027249
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy K Bliss
Director · 10% Owner
Period of report
Nov 21, 2017
Accepted (ET)
Nov 22, 2017 · 11:54 am 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 StockF1 | Nov 21, 2017 | J | 41,680 | — | D | 0 | D | |
| Class A Common StockF2 | holding | — | — | — | 13,072 | I | By IGSB IVP III, LLC |
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 StockF5,F6,F3,F4 | — | Nov 21, 2017 | J | 41,680 | A | — | — | Class A Common Stock | 41,680 | 677,438 | D |
| Class B Common StockF7,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 550,981 | I |
| Class B Common StockF8,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 3,855,274 | I |
| Class B Common StockF9,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 993,627 | I |
| Class B Common StockF10,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 49,016 | I |
| Class B Common StockF11,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 49,016 | I |
| Class B Common StockF12,F13,F3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 0 | I |
Explanation of responses
- F1The Reporting Person transferred these shares of AppFolio Class A Common Stock ("Class A Shares") solely in exchange for his receipt of 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 grantor trust. The Reporting Person is the trustee of that trust and, in that capacity, possesses sole voting and dispositive power over these Class B Shares. However, he is not a beneficiary of the trust and does not have and he disclaims any pecuniary interest in these Class B Shares.
- F11These Class B Shares are owned by another grantor trust. The Reporting Person is the trustee of that trust and, in that capacity, possesses sole voting and dispositive power over these Class B Shares. However, he is not a beneficiary of the trust and does not have and he disclaims any pecuniary interest in these Class B Shares.
- F12In a Form 4 filed on December 22, 2015, the Reporting Person reported that (i) IGSB Cimarron Bonus Fund, LLC (the "Cimarron Fund") received a total of 84,630 Class B Shares in pro rata liquidating distributions from two limited liability companies in which it had been a member, (ii) as managing member of the Cimarron Fund the Reporting Person possessed sole voting and dispositive power over those Class B Shares, but (iii) he did not have, and he disclaimed, any pecuniary interest in those Class B Shares.
- F13(continued from footnote 12) In December 2016, the Cimarron Fund was liquidated and dissolved and all of the Class B Shares that had been owned by it were distributed, on a pro-rata basis, to those of its members who had a pecuniary interest in those Class B Shares. Because the Reporting Person did not have a pecuniary interest in those Class B Shares, he did not receive any Shares in that distribution and, as a result of the distribution, he ceased to be the beneficial owner of the Class B Shares formerly owned by the Cimarron Fund.
- F2These Class A Shares are owned by IGSB IVP III, LLC ("IVP III"), a private investment fund managed by Investment Group of Santa Barbara LLC ("IGSB"). Mr. Bliss is one of three members of IGSB and all decisions regarding the voting and disposition of these Shares require the unanimous approval of all three of IGSB's members. As a result, Mr. Bliss may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Bliss disclaims beneficial ownership of these Shares, except to the extent of any pecuniary interest he may have therein.
- F3The 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 of AppFolio Common Stock. 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).
- F4All 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 its Class A Shares and Class B Shares that are then outstanding.
- F5These Class B Shares were acquired by the Reporting Person solely in exchange for his transfer of a like number of Class A Shares, as reported in Table I herein and described in Note (1) above.
- F6Reflects a reduction of 509,143 Class B Shares, which the Reporting Person had owned directly, as a result of his contribution, on March 9, 2016, of those Class B Shares to a revocable family trust of which the Reporting Person is a trustee and, in that capacity, the Reporting Person continues to possess voting and dispositive power over those Shares. As a result, this contribution effectuated a change in the form of the Reporting Person's beneficial ownership only and the Reporting Person did not receive any consideration for this contribution.
- F7Reflects the increase in the number of Class B Shares owned by the Reporting Person's family trust as a result of the contribution, described in Note (6) above, by the Reporting Person of 509,143 Class B Shares that he had previously owned directly.
- F8These Class B Shares are owned by IVP III which, as described in Note (2) above, is managed by IGSB. Mr. Bliss 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, Mr. Bliss may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other two members. However, Mr. Bliss 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 ("IGSB IVF III"), a private investment fund managed by IGSB. Mr. Bliss 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, Mr. Bliss may be deemed to share voting and dispositive power over these shares with IGSB and its other two members. However, Mr. Bliss disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein.