SEC Form 4 · accession 0001209191-17-023035
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 24, 2017
Accepted (ET)
Mar 27, 2017 · 9:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433195
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Mar 24, 2017 | C | 31,602 | $0.00 | A | 31,602 | D | |
| Class A Common StockF2,F3,F4 | Mar 24, 2017 | C | 306,659 | $0.00 | A | 306,659 | I | Refer to Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F5 | — | Mar 24, 2017 | C | 31,602 | D | — | — | Class B Common Stock | 31,602 | 112,045 | D |
| Class B Common StockF3,F4,F2,F5 | — | Mar 24, 2017 | C | 306,659 | D | — | — | Class B Common Stock | 306,659 | 1,087,246 | I |
Explanation of responses
- F1Each 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. Effective March 24, 2017, 31,602 shares of Class B Common Stock were voluntarily converted by Mr. Stad into an equal number of shares of Class A Common Stock of the issuer.
- 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. Effective March 24, 2017, the Dragoneer Entities (as defined below) voluntarily converted 306,659 shares of Class B Common Stock (of which Dragoneer Apartment Fund (as defined below) held 178,262 shares) into an equal number of shares of Class A Common Stock of the issuer.
- F3Mr. Stad is the managing member of Dragoneer Global GP, LLC ("Dragoneer GP") and Dragoneer Investment Group, LLC ("Dragoneer Adviser"), a registered investment adviser. Dragoneer GP is the manager of Dragoneer Apartment, LLC ("Dragoneer Apartment Fund" and, together with Dragoneer GP and Dragoneer Adviser, the "Dragoneer Entities"). The securities reported in the table above as having converted from Class B Common Stock to Class A Common Stock are held by Dragoneer Apartment Fund and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad. By virtue of the foregoing relationships, Mr. Stad and each of the Dragoneer Entities may be deemed to share beneficial ownership of the securities reported in the table above.
- F4(Continued from Footnote 3) Mr. Stad and each of the Dragoneer Entities disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.
- F5The shares of Class B Common Stock have no expiration date. However, all outstanding shares of Class B Common Stock 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.