0001209191-15-057203.txt : 20150629
0001209191-15-057203.hdr.sgml : 20150629
20150629175756
ACCESSION NUMBER: 0001209191-15-057203
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150625
FILED AS OF DATE: 20150629
DATE AS OF CHANGE: 20150629
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: BV Capital Fund II-A, L.P.
CENTRAL INDEX KEY: 0001533899
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15959493
BUSINESS ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 869-5200
MAIL ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BV Capital Fund II, L.P.
CENTRAL INDEX KEY: 0001533898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15959494
BUSINESS ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 869-5200
MAIL ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BV Capital Management, LLC
CENTRAL INDEX KEY: 0001534591
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15959495
BUSINESS ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 869-5200
MAIL ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BV Capital Gmbh & Co Beteiligungs KG No. 1
CENTRAL INDEX KEY: 0001533897
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15959496
BUSINESS ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 869-5200
MAIL ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BV Capital GP II, LLC
CENTRAL INDEX KEY: 0001533900
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15959497
BUSINESS ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 869-5200
MAIL ADDRESS:
STREET 1: 600 MONTGOMERY STREET, 43RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-06-25
0
0001433195
APPFOLIO INC
APPF
0001533900
BV Capital GP II, LLC
C/O E.VENTURES
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
0001533897
BV Capital Gmbh & Co Beteiligungs KG No. 1
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
0001534591
BV Capital Management, LLC
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
0001533898
BV Capital Fund II, L.P.
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
0001533899
BV Capital Fund II-A, L.P.
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
Series A Convertible Preferred Stock
2015-06-25
4
C
0
4499300
0.00
D
Class B Common Stock
1124825
0
I
By BV Capital Fund II, L.P.
Class B Common Stock
2015-06-25
4
C
0
1124825
0.00
A
Class A Common Stock
1124825
1124825
I
By BV Capital Fund II, L.P.
Series B Convertible Preferred Stock
2015-06-25
4
C
0
1542621
0.00
D
Class B Common Stock
385656
0
I
By BV Capital Fund II, L.P.
Class B Common Stock
2015-06-25
4
C
0
385656
0.00
A
Class A Common Stock
385656
1510481
I
By BV Capital Fund II, L.P.
Series A Convertible Preferred Stock
2015-06-25
4
C
0
888676
0.00
D
Class B Common Stock
222169
0
I
By BV Capital Fund II-A, L.P.
Class B Common Stock
2015-06-25
4
C
0
222169
0.00
A
Class A Common Stock
222169
1732650
I
By BV Capital Fund II-A, L.P.
Series B Convertible Preferred Stock
2015-06-25
4
C
0
304690
0.00
D
Class B Common Stock
76173
0
I
By BV Capital Fund II-A, L.P.
Class B Common Stock
2015-06-25
4
C
0
76173
0.00
A
Class A Common Stock
76173
1808823
I
By BV Capital Fund II-A, L.P.
Series A Convertible Preferred Stock
2015-06-25
4
C
0
5903022
0.00
D
Class B Common Stock
1475756
0
I
By BV Capital GMBH & Co Beteiligungs KG No. 1
Class B Common Stock
2015-06-25
4
C
0
1475756
0.00
A
Class A Common Stock
1475756
1475756
I
By BV Capital GMBH & Co Beteiligungs KG No. 1
Series B Convertible Preferred Stock
2015-06-25
4
C
0
2023899
0.00
D
Class B Common Stock
505975
0
I
By BV Capital GMBH & Co Beteiligungs KG No. 1
Class B Common Stock
2015-06-25
4
C
0
505975
0.00
A
Class A Common Stock
505975
1981731
I
By BV Capital GMBH & Co Beteiligungs KG No. 1
None of the Series of Convertible Preferred Stock have expiration dates. However, each share of Convertible Preferred Stock, irrespective of its Series, converted into 0.25 shares of Class B Common Stock immediately following the effectiveness of the Registration Statement on Form S-1 relating to the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer"). The Class B Common Stock has not been registered, and is not currently expected to be registered, under the Securities Exchange Act of 1934, as amended.
The securities are owned by BV Capital Fund II, L.P. ("BV II"). BV Capital GP II, LLC ("BV GP II") serves as the General Partner of BV II. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II and may be deemed to have indirect beneficial ownership of the shares held by BV II. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
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, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the IPO of the Issuer, except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO 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. 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.
The securities are owned by BV Capital Fund II-A, L.P. ("BV II-A"). BV GP II serves as the General Partner of BV II-A. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II-A and may be deemed to have indirect beneficial ownership of the shares held by BV II-A. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
The securities are owned by BV Capital GMBH & Co Beteiligungs KG No. 1 ("BV KG"). BV Capital Management, LLC ("BV Management") serves as the Managing Limited Partner of BV KG. As such, BV Management possesses sole voting and investment control over the shares owned by BV KG and may be deemed to have indirect beneficial ownership of the shares held by BV KG. BV Management, which is under common control with BV GP II (defined in footnote 3), owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC
2015-06-29
/s/ Mathias Schilling, Managing Member of BV Capital Management, LLC which serves as Managing Limited Partner of BV Capital GMBH & Co Beteiligungs KG No. 1
2015-06-29
/s/ Mathias Schilling, Managing Member of BV Capital Management, LLC
2015-06-29
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner of BV Capital Fund II, L.P.
2015-06-29
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner to BV Capital Fund II-A, L.P.
2015-06-29