SEC Form 4 · accession 0001209191-15-056615
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Donahoo
Officer — Chief Executive Officer · Director
Period of report
Jun 25, 2015
Accepted (ET)
Jun 25, 2015 · 9:39 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF4,F1,F2,F3 | — | Jun 25, 2015 | C | 322,600 | D | — | — | Class B Common Stock | 80,650 | 0 | I |
| Class B Common StockF4,F2,F3 | — | Jun 25, 2015 | C | 80,650 | A | — | — | Class A Common Stock | 80,650 | 1,256,883 | I |
| Series B Convertible Preferred StockF4,F1,F2,F3 | — | Jun 25, 2015 | C | 37,063 | D | — | — | Class B Common Stock | 9,266 | 0 | I |
| Class B Common StockF4,F2,F3 | — | Jun 25, 2015 | C | 9,266 | A | — | — | Class A Common Stock | 9,266 | 1,266,149 | I |
Explanation of responses
- F1None of the Series of Convertible Preferred Stock have expiration dates. However, each share of Convertible Preferred Stock, irrespective of its Series, converted into 0.25 shares of Class B Common Stock immediately following the effectiveness of the Registration Statement on Form S-1 relating to the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer"). The Class B Common Stock has not been registered, and is not currently expected to be registered, under the Securities Exchange Act of 1934, as amended.
- F2Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the IPO, except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) a transfer to a "qualified recipient," as defined in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock have no expiration date.
- F3All outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one share for one share basis, on the date when the number of the Issuer's outstanding shares of Class B Common Stock represents less than 10% of the sum of its outstanding shares of Class A Common Stock and Class B Common Stock.
- F4Shares are held by the Brian R. Donahoo Revocable Trust dated June 10, 2015, of which Mr. Donahoo serves as trustee.