0000899243-15-000683.txt : 20150706
0000899243-15-000683.hdr.sgml : 20150703
20150706214722
ACCESSION NUMBER: 0000899243-15-000683
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150625
FILED AS OF DATE: 20150706
DATE AS OF CHANGE: 20150706
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: Investment Group of Santa Barbara, LLC
CENTRAL INDEX KEY: 0001645662
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15975164
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: BLISS TIMOTHY K
CENTRAL INDEX KEY: 0000938332
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37468
FILM NUMBER: 15975165
MAIL ADDRESS:
STREET 1: P O BOX 50440
CITY: SANTA BARBARA
STATE: CA
ZIP: 93150
4/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2015-06-25
2015-06-29
0
0001433195
APPFOLIO INC
APPF
0000938332
BLISS TIMOTHY K
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
Series B Convertible Preferred Stock
2015-06-25
4
C
0
1664284
0.00
D
Class B Common Stock
416071
0
D
Class B Common Stock
2015-06-25
4
C
0
416071
0.00
A
Class A Common Stock
416071
416071
D
Series B-2 Convertible Preferred Stock
2015-06-25
4
C
0
498927
0.00
D
Class B Common Stock
124732
0
D
Class B Common Stock
2015-06-25
4
C
0
124732
0.00
A
Class A Common Stock
124732
540803
D
Series B-3 Convertible Preferred Stock
2015-06-25
4
C
0
379820
0.00
D
Class B Common Stock
94955
0
D
Class B Common Stock
2015-06-25
4
C
0
94955
0.00
A
Class A Common Stock
94955
635758
D
Series B Convertible Preferred Stock
2015-06-25
4
C
0
14224201
0.00
D
Class B Common Stock
3556050
0
I
By IGSB IVP II, LLC
Class B Common Stock
2015-06-25
4
C
0
3556050
0.00
A
Class A Common Stock
3556050
3556050
I
By IGSB IVP II, LLC
Series B-1 Convertible Preferred Stock
2015-06-25
4
C
0
4257917
0.00
D
Class B Common Stock
1064479
0
I
By IGSB IVP II, LLC
Class B Common Stock
2015-06-25
4
C
0
1064479
0.00
A
Class A Common Stock
1064479
4620529
I
By IGSB IVP II, LLC
Series B Convertible Preferred Stock
2015-06-25
4
C
0
5557045
0.00
D
Class B Common Stock
1389261
0
I
By IGSB Internal Venture Fund II, LLC
Class B Common Stock
2015-06-25
4
C
0
1389261
0.00
A
Class A Common Stock
1389261
1389261
I
By IGSB Internal Venture Fund II, LLC
Series B-1 Convertible Preferred Stock
2015-06-25
4
C
0
4165263
0.00
D
Class B Common Stock
1041316
0
I
By IGSB Internal Venture Fund II, LLC
Class B Common Stock
2015-06-25
4
C
0
1041316
0.00
A
Class A Common Stock
1041316
2430577
I
By IGSB Internal Venture Fund II, LLC
Series A Convertible Preferred Stock
2015-06-25
4
C
0
32260
0.00
D
Class B Common Stock
8065
0
I
By IGSB IVP III, LLC
Class B Common Stock
2015-06-25
4
C
0
8065
0.00
A
Class A Common Stock
8065
8065
I
By IGSB IVP III, LLC
Series B Convertible Preferred Stock
2015-06-25
4
C
0
6049
0.00
D
Class B Common Stock
1512
0
I
By IGSB IVP III, LLC
Class B Common Stock
2015-06-25
4
C
0
1512
0.00
A
Class A Common Stock
1512
9577
I
By IGSB IVP III, LLC
Series B-2 Convertible Preferred Stock
2015-06-25
4
C
0
2993564
0.00
D
Class B Common Stock
748391
0
I
By IGSB IVP III, LLC
Class B Common Stock
2015-06-25
4
C
0
748391
0.00
A
Class A Common Stock
748391
757968
I
By IGSB IVP III, LLC
Series B-3 Convertible Preferred Stock
2015-06-25
4
C
0
1202763
0.00
D
Class B Common Stock
300691
0
I
By IGSB IVP III, LLC
Class B Common Stock
2015-06-25
4
C
0
300691
0.00
A
Class A Common Stock
300691
1058659
I
By IGSB IVP III, LLC
Series B Convertible Preferred Stock
2015-06-25
4
C
0
20162
0.00
D
Class B Common Stock
5041
0
I
By IGSB Internal Venture Fund III, LLC
Class B Common Stock
2015-06-25
4
C
0
5041
0.00
A
Class A Common Stock
5041
5041
I
By IGSB Internal Venture Fund III, LLC
Series B-2 Convertible Preferred Stock
2015-06-25
4
C
0
1781883
0.00
D
Class B Common Stock
445471
0
I
By IGSB Internal Venture Fund III, LLC
Class B Common Stock
2015-06-25
4
C
0
445471
0.00
A
Class A Common Stock
445471
450512
I
By IGSB Internal Venture Fund III, LLC
Series B-3 Convertible Preferred Stock
2015-06-25
4
C
0
1202763
0.00
D
Class B Common Stock
300691
0
I
By IGSB Internal Venture Fund III, LLC
Class B Common Stock
2015-06-25
4
C
0
300691
0.00
A
Class A Common Stock
300691
751203
I
By IGSB Internal Venture Fund III, LLC
Series B Convertible Preferred Stock
2015-06-25
4
C
0
167351
0.00
D
Class B Common Stock
41838
0
I
By Family Trust
Class B Common Stock
2015-06-25
4
C
0
41838
0.00
A
Class A Common Stock
41838
41838
I
By Family Trust
Each share of Convertible Preferred Stock, irrespective of its Series, automatically converted into 0.25 of a share of Class B Common Stock prior to the consummation of the initial public offering (the "IPO") of AppFolio, Inc. (the "Company"). The Class B Common Stock has not been registered, and it is not expected that the Class B Common Stock will be registered in the future, under the Securities Exchange Act of 1934, as amended.
Each share of Class B Common Stock will be 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 the consummation of the Company's IPO 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 the consummation of the IPO, made to anyone who was a partner or member of any such partnership or limited liability company prior to consummation of the IPO, and (ii) any transfer to a "qualified recipient" as defined in the Company's amended and restated certificate of incorporation.
All 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.
These Shares are held of record by IGSB IVP II, LLC ("IGSB IVP 2"), a private investment fund. Mr. Bliss is the sole manager of IGSB IVP 2 and, in that capacity, exercises sole voting and dispositive power over these Shares. However, Mr. Bliss disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein, including the pecuniary interest described in Note 8 below.
These Shares are held of record by IGSB Internal Venture Fund II, LLC ("IGSB Venture Fund 2"), a private investment fund. Mr. Bliss is the sole manager of IGSB Venture Fund 2 and, in that capacity, exercises sole voting and dispositive power over these Shares. However, Mr. Bliss disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein, including the pecuniary interest described in Note 8 below.
These Shares are held of record by IGSB IVP III, LLC ("IGSB IVP 3"), which is a private investment fund managed by Investment Group of Santa Barbara, LLC ("IGSB"). Mr. Bliss is one of three members of IGSB and all decisions regarding the voting and disposition of these Shares requires the unanimous approval of the three members. As a result, Mr. Bliss may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Bliss disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.
These Shares are held of record by IGSB Internal Venture Fund III, LLC ("IGSB Venture Fund 3"), which is a private investment fund also managed by IGSB. Mr. Bliss is one of three members of IGSB and all decisions regarding the voting and disposition of these Shares requires the unanimous approval of the three members. As a result, Mr. Bliss may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Bliss disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.
Mr. Bliss has pecuniary interests in the Shares owned by IGSB IVP II, IGSB Venture Fund 2, IGSB IVP 3 and IGSB Venture Fund 3 including carried interests that he has in those Funds. However, the extent of his pecuniary interests in those Funds by reason of those carried interests are not readily determinable, because the amount of those carried interests are subject to a number of variables, including the amounts and timing of distributions which those Funds may make to their respective members in the future.
Form 1 of 2
Investment Group of Santa Barbara, LLC, By: /s/ Kimberly Shea, attorney-in-fact for Timothy K. Bliss, Member and Vice President
2015-07-06
/s/ Kimberly Shea, attorney-in-fact for Timothy K. Bliss
2015-07-06