SEC Form 4 · accession 0001209191-15-057203
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BV Capital Fund II, L.P.
10% Owner
BV Capital Fund II-A, L.P.
10% Owner
BV Capital GP II, LLC
10% Owner
BV Capital Management, LLC
10% Owner
Period of report
Jun 25, 2015
Accepted (ET)
Jun 29, 2015 · 5:57 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 StockF2,F1 | — | Jun 25, 2015 | C | 4,499,300 | D | — | — | Class B Common Stock | 1,124,825 | 0 | I |
| Class B Common StockF2,F3,F4 | — | Jun 25, 2015 | C | 1,124,825 | A | — | — | Class A Common Stock | 1,124,825 | 1,124,825 | I |
| Series B Convertible Preferred StockF2,F1 | — | Jun 25, 2015 | C | 1,542,621 | D | — | — | Class B Common Stock | 385,656 | 0 | I |
| Class B Common StockF2,F3,F4 | — | Jun 25, 2015 | C | 385,656 | A | — | — | Class A Common Stock | 385,656 | 1,510,481 | I |
| Series A Convertible Preferred StockF5,F1 | — | Jun 25, 2015 | C | 888,676 | D | — | — | Class B Common Stock | 222,169 | 0 | I |
| Class B Common StockF5,F3,F4 | — | Jun 25, 2015 | C | 222,169 | A | — | — | Class A Common Stock | 222,169 | 1,732,650 | I |
| Series B Convertible Preferred StockF5,F1 | — | Jun 25, 2015 | C | 304,690 | D | — | — | Class B Common Stock | 76,173 | 0 | I |
| Class B Common StockF5,F3,F4 | — | Jun 25, 2015 | C | 76,173 | A | — | — | Class A Common Stock | 76,173 | 1,808,823 | I |
| Series A Convertible Preferred StockF6,F1 | — | Jun 25, 2015 | C | 5,903,022 | D | — | — | Class B Common Stock | 1,475,756 | 0 | I |
| Class B Common StockF6,F3,F4 | — | Jun 25, 2015 | C | 1,475,756 | A | — | — | Class A Common Stock | 1,475,756 | 1,475,756 | I |
| Series B Convertible Preferred StockF6,F1 | — | Jun 25, 2015 | C | 2,023,899 | D | — | — | Class B Common Stock | 505,975 | 0 | I |
| Class B Common StockF6,F3,F4 | — | Jun 25, 2015 | C | 505,975 | A | — | — | Class A Common Stock | 505,975 | 1,981,731 | 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.
- F2The securities are owned by BV Capital Fund II, L.P. ("BV II"). BV Capital GP II, LLC ("BV GP II") serves as the General Partner of BV II. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II and may be deemed to have indirect beneficial ownership of the shares held by BV II. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
- F3Each 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 of the Issuer, 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.
- F4The shares of Class B Common Stock have no expiration date. All 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.
- F5The securities are owned by BV Capital Fund II-A, L.P. ("BV II-A"). BV GP II serves as the General Partner of BV II-A. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II-A and may be deemed to have indirect beneficial ownership of the shares held by BV II-A. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
- F6The securities are owned by BV Capital GMBH & Co Beteiligungs KG No. 1 ("BV KG"). BV Capital Management, LLC ("BV Management") serves as the Managing Limited Partner of BV KG. As such, BV Management possesses sole voting and investment control over the shares owned by BV KG and may be deemed to have indirect beneficial ownership of the shares held by BV KG. BV Management, which is under common control with BV GP II (defined in footnote 3), owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.