SEC Form 4 · accession 0001209191-15-057317

APPFOLIO INC · APPF

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

Reporting owners

Timothy K Bliss

Director · 10% Owner

Investment Group of Santa Barbara, LLC

10% Owner

Period of report

Jun 25, 2015

Accepted (ET)

Jun 29, 2015 · 8:28 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 B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	1,664,284	D	—	—	Class B Common Stock	416,071	0	D
Class B Common Stock^F2,F3	—	Jun 25, 2015	C	416,071	A	—	—	Class A Common Stock	416,071	416,071	D
Series B-2 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	498,927	D	—	—	Class B Common Stock	124,732	0	D
Class B Common Stock^F2,F3	—	Jun 25, 2015	C	124,732	A	—	—	Class A Common Stock	124,732	540,803	D
Series B-3 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	379,820	D	—	—	Class B Common Stock	94,955	0	D
Class B Common Stock^F2,F3	—	Jun 25, 2015	C	94,955	A	—	—	Class A Common Stock	94,955	635,758	D
Series B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	14,224,201	D	—	—	Class B Common Stock	3,556,050	0	I
Class B Common Stock^F4,F8,F2,F3	—	Jun 25, 2015	C	3,556,050	A	—	—	Class A Common Stock	3,556,050	4,191,808	I
Series B-1 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	4,257,917	D	—	—	Class B Common Stock	1,064,479	0	I
Class B Common Stock^F4,F8,F2,F3	—	Jun 25, 2015	C	1,064,479	A	—	—	Class A Common Stock	1,064,479	5,256,287	I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	5,557,045	D	—	—	Class B Common Stock	1,389,261	0	I
Class B Common Stock^F5,F8,F2,F3	—	Jun 25, 2015	C	1,389,261	A	—	—	Class A Common Stock	1,389,261	6,645,548	I
Series B-1 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	4,165,263	D	—	—	Class B Common Stock	1,041,316	0	I
Class B Common Stock^F5,F8,F2,F3	—	Jun 25, 2015	C	1,041,316	A	—	—	Class A Common Stock	1,041,316	7,686,864	I
Series A Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	32,260	D	—	—	Class B Common Stock	8,065	0	I
Class B Common Stock^F6,F8,F2,F3	—	Jun 25, 2015	C	8,065	A	—	—	Class A Common Stock	8,065	7,694,929	I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	6,049	D	—	—	Class B Common Stock	1,512	0	I
Class B Common Stock^F6,F8,F2,F3	—	Jun 25, 2015	C	1,512	A	—	—	Class A Common Stock	1,512	7,696,441	I
Series B-2 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	2,993,564	D	—	—	Class B Common Stock	748,391	0	I
Class B Common Stock^F6,F8,F2,F3	—	Jun 25, 2015	C	748,391	A	—	—	Class A Common Stock	748,391	8,444,832	I
Series B-3 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	1,202,763	D	—	—	Class B Common Stock	300,691	0	I
Class B Common Stock^F6,F8,F2,F3	—	Jun 25, 2015	C	300,691	A	—	—	Class A Common Stock	300,691	8,745,523	I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	20,162	D	—	—	Class B Common Stock	5,041	0	I
Class B Common Stock^F7,F8,F2,F3	—	Jun 25, 2015	C	5,041	A	—	—	Class A Common Stock	5,041	8,750,564	I
Series B-2 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	1,781,883	D	—	—	Class B Common Stock	445,471	0	I
Class B Common Stock^F7,F8,F2,F3	—	Jun 25, 2015	C	445,471	A	—	—	Class A Common Stock	445,471	9,196,035	I
Series B-3 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	1,202,763	D	—	—	Class B Common Stock	300,691	0	I
Class B Common Stock^F7,F8,F2,F3	—	Jun 25, 2015	C	300,691	A	—	—	Class A Common Stock	300,691	9,496,726	I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2015	C	167,351	D	—	—	Class B Common Stock	41,838	0	I
Class B Common Stock^F2,F3	—	Jun 25, 2015	C	41,838	A	—	—	Class A Common Stock	41,838	9,538,564	I

Explanation of responses

F1Each share of Convertible Preferred Stock, irrespective of its Series, automatically converted into 0.25 of a share of Class B Common Stock prior to the consummation of the initial public offering (the "IPO") of AppFolio, Inc. (the "Company"). The Class B Common Stock has not been registered, and it is not expected that the Class B Common Stock will be registered in the future, under the Securities Exchange Act of 1934, as amended.
F2Each share of Class B Common Stock will be convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, shares of Class B Common Stock that are transferred after the consummation of the Company's IPO will convert automatically, on a one share-for-one share basis, into shares of Class A Common Stock, except for (i) any transfers, by a partnership or limited liability company that was a registered holder of shares of Class B Common Stock prior to the consummation of the IPO, made to anyone who was a partner or member of any such partnership or limited liability company prior to consummation of the IPO, and (ii) any transfer to a "qualified recipient" as defined in the Company's amended and restated certificate of incorporation.
F3All of the 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 Company'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.
F4These Shares are held of record by IGSB IVP II, LLC ("IGSB IVP 2"), a private investment fund. Mr. Bliss is the sole manager of IGSB IVP 2 and, in that capacity, exercises sole voting and dispositive power over these Shares. However, Mr. Bliss disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein, including the pecuniary interest described in Note 8 below.
F5These Shares are held of record by IGSB Internal Venture Fund II, LLC ("IGSB Venture Fund 2"), a private investment fund. Mr. Bliss is the sole manager of IGSB Venture Fund 2 and, in that capacity, exercises sole voting and dispositive power over these Shares. However, Mr. Bliss disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein, including the pecuniary interest described in Note 8 below.
F6These Shares are held of record by IGSB IVP III, LLC ("IGSB IVP 3"), which is 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 requires the unanimous approval of the 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 Shares except to the extent of his pecuniary interest therein.
F7These Shares are held of record by IGSB Internal Venture Fund III, LLC ("IGSB Venture Fund 3"), which is a private investment fund also managed by IGSB. Mr. Bliss is one of three members of IGSB and all decisions regarding the voting and disposition of these Shares requires the unanimous approval of the 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 Shares except to the extent of his pecuniary interest therein.
F8Mr. Bliss has pecuniary interests in the Shares owned by IGSB IVP II, IGSB Venture Fund 2, IGSB IVP 3 and IGSB Venture Fund 3 including carried interests that he has in those Funds. However, the extent of his pecuniary interests in those Funds by reason of those carried interests are not readily determinable, because the amount of those carried interests are subject to a number of variables, including the amounts and timing of distributions which those Funds may make to their respective members in the future.

Remarks

Form 1 of 2