0000899243-16-034173.txt : 20161122 0000899243-16-034173.hdr.sgml : 20161122 20161122175800 ACCESSION NUMBER: 0000899243-16-034173 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161122 FILED AS OF DATE: 20161122 DATE AS OF CHANGE: 20161122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPFOLIO INC CENTRAL INDEX KEY: 0001433195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 260359894 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: Investment Group of Santa Barbara, LLC CENTRAL INDEX KEY: 0001645662 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 162014337 BUSINESS ADDRESS: STREET 1: 1485 EAST VALLEY ROAD, SUITE H CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 805-690-6116 MAIL ADDRESS: STREET 1: P.O. BOX 5609 CITY: SANTA BARBARA STATE: CA ZIP: 93150 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: 162014338 MAIL ADDRESS: STREET 1: PO BOX 5609 CITY: SANTA BARBARA STATE: CA ZIP: 93150 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-22 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 0001645662 Investment Group of Santa Barbara, LLC C/O IGSB, INC. 1485 E VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 0 0 1 0 Class B Common Stock 0.00 2016-11-22 4 S 0 32377 637826.90 D Class A Common Stock 32377 3855275 I By IGSB IVP III Class B Common Stock 0.00 Class A Common Stock 379012 D Class B Common Stock 0.00 Class A Common Stock 993627 I By IGSB Venture Fund III, LLC Class B Common Stock 0.00 Class A Common Stock 15129 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15129 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15119 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15119 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15119 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15119 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15119 I See Footnote Class B Common Stock 0.00 Class A Common Stock 15119 I See Footnote Class B Common Stock 0.00 Class A Common Stock 13725 I See Footnote Class B Common Stock 0.00 Class A Common Stock 1407 I See Footnote Class B Common Stock 0.00 Class A Common Stock 5041 I See Footnote The shares of Class B Common Stock ("Class B Shares") do not have an expiration date. Each Class B Share is convertible, at any time at the option of the holder, into one share of AppFolio's Class A Common Stock (the "Class A Shares"). 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 A 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). 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 B Shares are owned by IGSB IVP III LLC, a private investment fund ("IVP III"), which is managed by Investment Group of Santa Barbara LLC ("IGSB"). On November 22, 2016, the Reporting Person, who is a member of IVP III, indirectly sold a total of 32,377 Class B Shares, by means of a sale of part of the interest he owned in IVP III, to one of its other members, for an aggregate sales price of $637,826.90. The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion, transfer or other disposition of Class B Shares owned by IVP III require the unanimous approval of all three members. As a result, the Reporting Person may be deemed to share voting and dispositive power, with IGSB and its other two members, over the Class B Shares owned by IVP III. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by IGSB Venture Fund III LLC, a private investment fund that is managed by IGSB. The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion and transfer or other disposition of these Class B Shares require the unanimous approval of all three members. As a result, the Reporting Person may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other two members. However, the Reporting Person disclaims beneficial ownership of these Shares, except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by an irrevocable trust established for one of the Reporting Person's grandchildren. The Reporting Person 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, the Reporting Person disclaims any pecuniary interest in these Class B Shares. These Class B Shares are owned by an irrevocable trust established for another of the Reporting Person's grandchildren. The Reporting Person 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, he disclaims any pecuniary interest in these Class B Shares. These Class B Shares are owned by Ospre-Point Capital, LLC. In his capacity as sole manager of Ospre-Point Capital, the Reporting Person possesses sole voting and dispositive power with respect to, but disclaims any pecuniary interest in, these Shares. William R. Rauth, III, By: /s/ Kimberly Shea, Attorney-in-Fact, for William R. Rauth, III 2016-11-22 Investment Group of Santa Barbara, LLC, A California limited liability company, By: Timothy K. Bliss, Member & Vice President, By: /s/ Kimberly Shea, Attorney-in-Fact 2016-11-22