SEC Form 4 · accession 0000899243-17-028635

APPFOLIO INC · APPF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

William R Rauth III

Director · 10% Owner

Period of report

Dec 11, 2017

Accepted (ET)

Dec 13, 2017 · 7:54 pm 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 Stock^F1,F2,F3	Dec 11, 2017	C	40,000	$0.00	A	40,000	D
Class A Common Stock^F4	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 Stock^F2,F3	$0.00	Aug 9, 2017	G	2,000	D	—	—	Class A Common Stock	2,000	372,859	D
Class B Common Stock^F1,F2,F3	$0.00	Dec 11, 2017	C	40,000	D	—	—	Class A Common Stock	40,000	332,859	D
Class B Common Stock^F5,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	3,855,275	I
Class B Common Stock^F6,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	993,627	I
Class B Common Stock^F7,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,129	I
Class B Common Stock^F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,129	I
Class B Common Stock^F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F5,F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F5,F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	15,119	I
Class B Common Stock^F5,F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	13,725	I
Class B Common Stock^F8,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	1,407	I
Class B Common Stock^F5,F9,F2,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	—	5,041	I

Explanation of responses

F1The Reporting Person acquired these 40,000 shares of AppFolio Class A Common Stock ("Class A Shares") on his conversion of 40,000 shares of AppFolio Class B Shares of common stock ("Class B Shares") that were owned by the Reporting Person.
F2Each 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 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 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). AppFolio's Class B Shares do not have an expiration date.
F3(Continued from Footnote 2) 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.
F4These Class A Shares are owned by IGSB IVP III LLC, a private investment fund, 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 and disposition of these Shares require the unanimous approval of all three of IGSB's 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 A Shares. However, the Reporting Person disclaims beneficial ownership of these Class A Shares, except to the extent of any pecuniary interest he may have therein.
F5These Class B Shares also are owned by IGSB IVP III LLC, which is managed by IGSB. The Reporting Person may be deemed to share voting and dispositive power, with IGSB and its other two members, over these Class B Shares. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein.
F6These 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 Class B Shares, except to the extent of any pecuniary interest he may have therein.
F7These 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.
F8These 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.
F9These 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.