SEC Form 4 · accession 0001209191-15-057327
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 25, 2015
Accepted (ET)
Jun 29, 2015 · 8:38 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-3 Convertible Preferred StockF1,F2,F3 | — | Jun 25, 2015 | C | 50,088 | D | — | — | Class B Common Stock | 12,522 | 0 | I |
| Class B Common StockF4,F2,F3 | — | Jun 25, 2015 | C | 12,522 | A | — | — | Class A Common Stock | 12,522 | 3,601,336 | I |
| Series B-3 Convertible Preferred StockF1,F2,F3 | — | Jun 25, 2015 | C | 22,772 | D | — | — | Class B Common Stock | 5,693 | 0 | I |
| Class B Common StockF5,F2,F3 | — | Jun 25, 2015 | C | 5,693 | A | — | — | Class A Common Stock | 5,693 | 3,607,029 | 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 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 the 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 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.
- F4Mr. Duca does not possess or share voting or dispositive power over any of these Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein.
- F5Mr. Duca does not possess or share voting or dispositive power over any of these Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein.
Remarks
Form 2 of 2.