SEC Form 4 · accession 0001433195-19-000002
APPFOLIO INC · APPF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Robert Randall
Officer — Chief Executive Officer · Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 5:07 pm EST
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 Stock | Jan 2, 2019 | C | 7,500 | $0.00 | A | 7,500 | I | By Trust |
| Class A Common StockF1,F2 | Jan 2, 2019 | S | 2,539 | $57.5139 | D | 4,961 | I | By Trust |
| Class A Common StockF1,F3 | Jan 2, 2019 | S | 4,761 | $58.5607 | D | 200 | I | By Trust |
| Class A Common StockF1,F4 | Jan 2, 2019 | S | 200 | $59.0335 | D | 0 | I | By Trust |
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 StockF7,F5,F6 | $0.00 | Jan 2, 2019 | C | 7,500 | D | — | — | Class A Common Stock | 7,500 | 40,000 | I |
Explanation of responses
- F1These shares were sold pursuant to a Rule 10b5-1 Plan adopted by Mr. Randall on or around November 1, 2018.
- F2This transaction was executed in multiple trades with sales prices ranging from $57.00 to $57.96. The price reported above reflects the weighted average sales price for the cumulative trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer information regarding the individual trades.
- F3This transaction was executed in multiple trades with sales prices ranging from $58.00 to $58.99. The price reported above reflects the weighted average sales price for the cumulative trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer information regarding the individual trades.
- F4This transaction was executed in multiple trades with sales prices ranging from $59.00 to $59.05. The price reported above reflects the weighted average sales price for the cumulative trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer information regarding the individual trades.
- F5All 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.
- F6Each 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, except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock 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. The shares of Class B Common Stock have no expiration date.
- F7The shares of Class B Common reported on the table above are held by the Jason R Randall & Christina L Walman Revocable Trust Dated 06/01/17 of which Mr. Randall is a Trustee.