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Filing Details

Accession Number:: 0000899243-19-015334
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-31 20:49:24
Reporting Period:: 2019-05-29

Accepted Time:: 2019-05-31 20:49:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1433195	Appfolio Inc	APPF	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
938332	K Timothy Bliss	C/O Igsb, Inc. 1485 E. Valley Road, Suite H Santa Barbara CA 93108		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-05-29	15,000	$0.00	15,000	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2019-05-29	15,000	$95.97	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2019-05-29	15,000	$0.00	15,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-05-23	22,000	$0.00	22,000	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2019-05-23	22,000	$0.00	22,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
34,016	No	4	C	Indirect
528,981	No	5	G	Indirect
22,000	No	5	G	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	13,072	Indirect	By IGSB IVP III, LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	677,438	Direct
Class A Common Stock	Class B Common Stock	$0.00	3,855,275	Indirect
Class A Common Stock	Class B Common Stock	$0.00	993,627	Indirect
Class A Common Stock	Class B Common Stock	$0.00	49,016	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	0	677,438	Direct
	0	3,855,275	Indirect
	0	993,627	Indirect
	0	49,016	Indirect

Footnotes

These 15,000 shares of AppFolio Class A Common Stock ("Class A Shares") were acquired by an existing irrevocable trust established for one of the Reporting Person's children ("Trust #1"), by conversion of 15,000 shares of AppFolio Class B Common Stock ("Class B Shares") that had been owned by Trust #1. The Reporting Person is the trustee of that Trust and, therefore, may be deemed to have possessed sole voting and dispositive power over these Class B Shares and Class A Shares, and to possess sole voting and dispositive power over the remaining 34,016 Class B Shares that Trust #1 continues to own. However, the Reporting Person is not and has never been a beneficiary of this Trust and does not have and he disclaims any pecuniary interest in any Class A Shares or Class B Shares that have been owned or disposed of, or any of the 34,016 Class B Shares that continue to be owned, by Trust #1.
Each Class B Share is convertible, at any time at the option of the holder, into one Class A Share. In addition, Class B Shares that are sold or otherwise transferred will convert automatically, on a one share-for-one share basis, into Class A Shares, except for (i) any transfer by a partnership or limited liability company that was a registered holder of Class B Shares prior to June 30, 2015 that is made to anyone who was a partner or member of any such partnership or limited liability company prior to June 30, 2015, and (ii) any transfer to a "qualified recipient" (as defined in AppFolio's Amended and Restated Certificate of Incorporation). AppFolio's Class B Shares do not have an expiration date.
(Continued from Footnote 2) However, all of the outstanding Class B Shares will convert automatically into Class A Shares, on a one share-for-one share basis, on the date when the number of the Company's outstanding Class B Shares represents less than 10% of the sum of AppFolio's outstanding Class A and Class B Shares.
These Class A Shares are owned by IGSB IVP III LLC, a private investment fund managed by Investment Group of Santa Barbara LLC ("IGSB"). The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power, with IGSB and its other members, over these Class A Shares. However, the Reporting Person disclaims beneficial ownership of these Class A Shares, except to the extent of any pecuniary interest he may have therein.
These 22,000 Class B Shares were contributed, without consideration, by the Reporting Person's family trust to a grantor trust ("Trust #2") established for another of the Reporting Person's children. As a result of this contribution, the number of Class B Shares owned by the Reporting Person's family trust decreased to 528,981 Class B Shares and Trust #2 owns 22,000 Class B Shares. The Reporting Person is the trustee of Trust #2 and may be deemed to possess sole voting and dispositive power over the Class B Shares owned by this Trust. However, he is not a beneficiary of Trust #2 and does not have and he disclaims any pecuniary interest in any of the those Class B Shares.
These Class B Shares also are owned by IGSB IVP III LLC, which is managed by IGSB. The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power with IGSB and its other members over these Class B Shares. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein.
These Class B Shares are owned by IGSB Internal Venture Fund III LLC, a private investment fund that also is managed by IGSB. The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other members. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein.
These Class B Shares are owned by another grantor trust established for one of the Reporting Person's children. The Reporting Person is the trustee of this grantor trust and may be deemed to possess sole voting and dispositive power over these Class B Shares. However, he is not a beneficiary of this grantor trust and does not have and he disclaims any pecuniary interest in any of the Class B Shares.