SEC Form 4 · accession 0001209191-15-057324
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
IGSB Internal Venture Fund II, LLC
10% Owner
Period of report
Jun 25, 2015
Accepted (ET)
Jun 29, 2015 · 8:34 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 StockF1,F2,F3 | — | Jun 25, 2015 | C | 5,557,045 | D | — | — | Class B Common Stock | 1,389,261 | 0 | D |
| Class B Common StockF2,F3 | — | Jun 25, 2015 | C | 1,389,261 | A | — | — | Class A Common Stock | 1,389,261 | 1,389,261 | D |
| Series B-1 Convertible Preferred StockF1,F2,F3 | — | Jun 25, 2015 | C | 4,165,263 | D | — | — | Class B Common Stock | 1,041,316 | 0 | D |
| Class B Common StockF2,F3 | — | Jun 25, 2015 | C | 1,041,316 | A | — | — | Class A Common Stock | 1,041,316 | 2,430,577 | D |
Explanation of responses
- F1Each share of Convertible Preferred Stock, irrespective of its Series, 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 is 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.