SEC Form 3 · accession 0001140361-15-045978
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jason F Hughes
10% Owner
Steven L Karan
10% Owner
Hughes Family Trust dated 8/7/03
10% Owner
Clarity Ventures, L.P.
10% Owner
Meadowridge Ventures, L.P.
10% Owner
Clarity Ventures, Inc.
10% Owner
Period of report
Dec 22, 2015
Accepted (ET)
Dec 30, 2015 · 5:11 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 STOCKF1 | holding | — | — | — | 12,890 | D | ||
| CLASS A COMMON STOCKF2 | holding | — | — | — | 175,025 | D | ||
| CLASS A COMMON STOCKF3 | holding | — | — | — | 5,700 | D | ||
| CLASS A COMMON STOCKF4 | holding | — | — | — | 5,000 | D |
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 STOCKF6,F5 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 26,577 | — | D |
| CLASS B COMMON STOCKF7,F5 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 118,740 | — | D |
| CLASS B COMMON STOCKF8,F5 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 45,264 | — | D |
| CLASS B COMMON STOCKF9,F5 | — | holding | — | — | — | — | — | CLASS A COMMON STOCK | 557,654 | — | D |
Explanation of responses
- F1These shares are directly owned by Jason F. Hughes ("Mr. Hughes"), who is a member of a "group" (the "Group") with the other reporting persons herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. These shares are held in the Jason F. Hughes Roth IRA.
- F2These shares are directly owned by Steven L. Karan ("Mr. Karan"), who is a member of the Group. These shares are held in the Steven L. Karan Roth IRA.
- F3These shares are directly owned by Meadowridge Ventures, L.P. ("Meadowridge"), which is a member of the Group. These shares are indirectly owned by Clarity Ventures, Inc. ("Clarity GP"), as the general partner of Meadowridge. These shares are also indirectly owned by Mr. Hughes, as an authorized officer of Clarity GP, and by Mr. Karan, as the President and 100% owner of Clarity GP.
- F4These shares are directly owned by Clarity Ventures, L.P. ("Clarity LP"), which is a member of the Group. These shares are indirectly owned by Clarity GP, as the general partner of Clarity LP. These shares are also indirectly owned by Mr. Hughes, as an authorized officer of Clarity GP, and by Mr. Karan, as the President and 100% owner of Clarity GP.
- F5These shares are convertible into shares of AppFolio, Inc.'s Class A Common Stock on a one-for-one basis at any time, and the conversion has no expiration date. All outstanding shares of AppFolio's Class B Common Stock will convert automatically into shares of AppFolio Class A Common Stock on the date when the number of the outstanding shares of Class B Common Stock represents less than 10% of the sum of AppFolio's outstanding Class A Common Stock and Class B Common Stock. In addition, each share of Class B Common Stock will convert automatically upon any transfer of such shares, except for certain permitted transfers.
- F6These shares are directly owned by Mr. Hughes and are held in the Jason F. Hughes Roth IRA.
- F7These shares are directly owned by Mr. Karan and are held in the Steven L. Karan Roth IRA.
- F8These shares are directly owned by the Hughes Family Trust dated 8/7/03 ("HFT"), which is a member of the Group. These shares are indirectly owned by Mr. Hughes, as a Co-Trustee of the HFT.
- F9These shares are directly owned by the Steven L. Karan Revocable Trust dated the 29th day of October, 2014 ("Karan Trust"), which is a member of the Group. These shares are indirectly owned by Mr. Karan, as Trustee of the Karan Trust.
Remarks
The reporting persons herein collectively form a Section 13(d) "group" as described in a Schedule 13G filed with the Securities and Exchange Commission on December 30, 2015. Exhibit List: Exhibit 24 ? Confirming Statement