0000899243-15-010317.txt : 20151222 0000899243-15-010317.hdr.sgml : 20151222 20151222213602 ACCESSION NUMBER: 0000899243-15-010317 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151218 FILED AS OF DATE: 20151222 DATE AS OF CHANGE: 20151222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPFOLIO INC CENTRAL INDEX KEY: 0001433195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 CASTILIAN DRIVE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8053646093 MAIL ADDRESS: STREET 1: 50 CASTILIAN DRIVE CITY: GOLETA STATE: CA ZIP: 93117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAUTH WILLIAM R III CENTRAL INDEX KEY: 0001213191 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 151304124 MAIL ADDRESS: STREET 1: PO BOX 5609 CITY: SANTA BARBARA STATE: CA ZIP: 93150 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-18 0 0001433195 APPFOLIO INC APPF 0001213191 RAUTH WILLIAM R III C/O IGSB, INC. 1485 E VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 1 0 1 0 Class B Common Stock 2015-12-18 4 J 0 366662 0.00 A Class A Common Stock 366662 366662 D Class B Common Stock 2015-12-18 4 J 0 17350 0.00 A Class A Common Stock 17350 384012 D Class B Common Stock 2015-12-18 4 J 0 15129 0.00 A Class A Common Stock 15129 15129 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15129 0.00 A Class A Common Stock 15129 15129 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15119 0.00 A Class A Common Stock 15119 15119 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15119 0.00 A Class A Common Stock 15119 15119 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15119 0.00 A Class A Common Stock 15119 15119 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15119 0.00 A Class A Common Stock 15119 15119 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15119 0.00 A Class A Common Stock 15119 15119 I See Footnote Class B Common Stock 2015-12-18 4 J 0 15119 0.00 A Class A Common Stock 15119 15119 I See Footnote Class B Common Stock 2015-12-18 4 J 0 13725 0.00 A Class A Common Stock 13725 13725 I See Footnote Class B Common Stock 2015-12-18 4 J 0 1407 0.00 A Class A Common Stock 1407 1407 I See Footnote Class B Common Stock 2015-12-18 4 J 0 895 0.00 A Class A Common Stock 895 895 I See Footnote The shares of Class B Common Stock do not have an expiration date. Each 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 June 30, 2015 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 June 30, 2015, made to anyone who was a partner or member of any such partnership or limited liability company prior to that date, and (ii) any transfer to a "qualified recipient" as defined in the Issuer's amended and restated certificate of incorporation. All 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 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. Mr. Rauth became the direct owner of these Class B Shares due to a change in the nature of his beneficial ownership as a result of the dissolution of IGSB IVP II, LLC ("IVP II") and its liquidating distribution, pro-rata to all of its members, of all of the Class B Shares that had been owned by IVP II. Prior to the dissolution of IVP II, Mr. Rauth was one of its members and, for that reason, had an indirect pecuniary interest in these Class B Shares, but did not have the power to vote or dispose of, and therefore, was not the beneficial owner of, any of these Class B Shares. No consideration was paid by Mr. Rauth or any other members of IVP II for the Class B Shares distributed to them upon its dissolution and liquidation. Mr. Rauth became the direct owner of these Class B Shares due to a change in the nature of his beneficial ownership as a result of the dissolution of IGSB Internal Venture Fund II, LLC ("Venture Fund II") and its liquidating distribution, pro-rata to all of its members, of all of the Class B Shares that it had owned. Prior to the dissolution of Venture Fund II, Mr. Rauth was one of its members and, for that reason, had an indirect pecuniary interest in these Class B Shares, but did not have the power to vote or dispose of, and therefore, was not the beneficial owner of, any of these Class B Shares. No consideration was paid by Mr. Rauth or any other members of Venture Fund II for the Class B Shares distributed to them upon its dissolution and liquidation. These Class B Shares are owned by an irrevocable trust established for one of Mr. Rauth's grandchildren. Mr. Rauth is the trustee of the trust and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by it. However, Mr. Rauth disclaims any pecuniary interest in these Class B Shares. The trust received these Class B Shares from Venture Fund II as a result of the dissolution of that Fund and the distribution of all of the Class B Shares that it owned, pro-rata to its members, in liquidation of the Fund. No consideration was paid by the trust for these Class B Shares or by any of the other members for the Class B Shares distributed to them upon the dissolution and liquidation of Venture Fund II. These Class B Shares are owned by an irrevocable trust established for another of Mr. Rauth's grandchildren. Mr. Rauth is the trustee of the trust and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by it. However, Mr. Rauth disclaims any pecuniary interest in these Class B Shares. The trust received these Class B Shares from Venture Fund II as a result of the dissolution of that Fund and the distribution of all of the Class B Shares that it owned, pro-rata to its members, in liquidation of the Fund. No consideration was paid by the trust for these Class B Shares or by any of the other members for the Class B Shares that were distributed to them upon the dissolution and liquidation of Venture Fund II. These Class B Shares are owned by a trust for which Mr. Rauth is the trustee. Mr. Rauth is neither the trustor nor a beneficiary of the trust and he disclaims any pecuniary interest in these Class B Shares. William R. Rauth, III, By: Kimberly Shea, as attorney in fact for William R. Rauth, III 2015-12-22