0000899243-19-015334.txt : 20190531 0000899243-19-015334.hdr.sgml : 20190531 20190531204924 ACCESSION NUMBER: 0000899243-19-015334 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190529 FILED AS OF DATE: 20190531 DATE AS OF CHANGE: 20190531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLISS TIMOTHY K CENTRAL INDEX KEY: 0000938332 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 19871938 MAIL ADDRESS: STREET 1: P O BOX 50440 CITY: SANTA BARBARA STATE: CA ZIP: 93150 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-29 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 Class A Common Stock 2019-05-29 4 C 0 15000 0.00 A 15000 I See footnote Class A Common Stock 2019-05-29 4 S 0 15000 95.9695 D 0 I See footnote Class A Common Stock 13072 I By IGSB IVP III, LLC Class B Common Stock 0.00 2019-05-29 4 C 0 15000 0.00 D Class A Common Stock 15000 34016 I See footnote Class B Common Stock 0.00 2019-05-23 5 G 0 E 22000 0.00 D Class A Common Stock 22000 528981 I See footnote Class B Common Stock 0.00 2019-05-23 5 G 0 E 22000 0.00 A Class A Common Stock 22000 22000 I See footnote Class B Common Stock 0.00 Class A Common Stock 677438 D Class B Common Stock 0.00 Class A Common Stock 3855275 I See footnote Class B Common Stock 0.00 Class A Common Stock 993627 I See footnote Class B Common Stock 0.00 Class A Common Stock 49016 I See footnote These 15,000 shares of AppFolio Class A Common Stock ("Class A Shares") were acquired by an existing irrevocable trust established for one of the Reporting Person's children ("Trust #1"), by conversion of 15,000 shares of AppFolio Class B Common Stock ("Class B Shares") that had been owned by Trust #1. The Reporting Person is the trustee of that Trust and, therefore, may be deemed to have possessed sole voting and dispositive power over these Class B Shares and Class A Shares, and to possess sole voting and dispositive power over the remaining 34,016 Class B Shares that Trust #1 continues to own. However, the Reporting Person is not and has never been a beneficiary of this Trust and does not have and he disclaims any pecuniary interest in any Class A Shares or Class B Shares that have been owned or disposed of, or any of the 34,016 Class B Shares that continue to be owned, by Trust #1. Each Class B Share is convertible, at any time at the option of the holder, into one Class A Share. 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 B 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). AppFolio's Class B Shares do not have an expiration date. (Continued from Footnote 2) However, 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 A Shares are owned by IGSB IVP III LLC, a private investment fund managed by Investment Group of Santa Barbara LLC ("IGSB"). The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power, with IGSB and its other members, over these Class A Shares. However, the Reporting Person disclaims beneficial ownership of these Class A Shares, except to the extent of any pecuniary interest he may have therein. These 22,000 Class B Shares were contributed, without consideration, by the Reporting Person's family trust to a grantor trust ("Trust #2") established for another of the Reporting Person's children. As a result of this contribution, the number of Class B Shares owned by the Reporting Person's family trust decreased to 528,981 Class B Shares and Trust #2 owns 22,000 Class B Shares. The Reporting Person is the trustee of Trust #2 and may be deemed to possess sole voting and dispositive power over the Class B Shares owned by this Trust. However, he is not a beneficiary of Trust #2 and does not have and he disclaims any pecuniary interest in any of the those Class B Shares. These Class B Shares also are owned by IGSB IVP III LLC, which is managed by IGSB. The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power with IGSB and its other members over these Class B Shares. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by IGSB Internal Venture Fund III LLC, a private investment fund that also is managed by IGSB. The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other members. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by another grantor trust established for one of the Reporting Person's children. The Reporting Person is the trustee of this grantor trust and may be deemed to possess sole voting and dispositive power over these Class B Shares. However, he is not a beneficiary of this grantor trust and does not have and he disclaims any pecuniary interest in any of the Class B Shares. /s/ Kimberly Shea, Attorney-in-Fact for Timothy K. Bliss 2019-05-31