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