0000899243-16-034172.txt : 20161122 0000899243-16-034172.hdr.sgml : 20161122 20161122175749 ACCESSION NUMBER: 0000899243-16-034172 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: 162014335 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: DUCA MAURICE J CENTRAL INDEX KEY: 0000938333 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 162014336 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 0000938333 DUCA MAURICE J C/O IGSB, INC. 1485 E. VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 0 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 P 0 32377 637826.90 A Class A Common Stock 32377 3855275 I By IGSB IVP III Class B Common Stock 0.00 Class A Common Stock 1502632 D Class B Common Stock 0.00 Class A Common Stock 993627 I By IGSB Internal Venture Fund III Class B Common Stock 0.00 Class A Common Stock 1358126 I By Pension Trust Class B Common Stock 0.00 Class A Common Stock 58474 I By R. Duca Pension Trust Class B Common Stock 0.00 Class A Common Stock 39964 I By Family Trust Class B Common Stock 0.00 Class A Common Stock 7022 I By Charitable Remainder Trust Class B Common Stock 0.00 Class A Common Stock 2659 I By Private Foundation 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 transferred by the Reporting Person 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), such as the Reporting Person. 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 purchased a total of 32,377 Class B Shares, by means of a purchase of an additional interest in IVP III from another of its members, for an aggregate purchase price of $637,826.90. The Reporting Person also is one of the three members of IGSB and all decisions regarding the voting, conversion, transfer or other disposition of the 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 his pecuniary interest therein. These Class B Shares are owned by IGSB Venture Fund III LLC, a private investment fund, which 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 his pecuniary interest therein. These Class B Shares are owned by a pension plan of which the Reporting Person is the trustee and, in that capacity, the Reporting Person possesses sole voting and dispositive power over these Shares. However, the Reporting Person does not have any pecuniary interest in these Shares. These Class B Shares are owned by a pension plan of which the Reporting Person is both the trustee and the beneficiary. As a result, the Reporting Person possesses sole voting and dispositive power over these Shares. These Class B Shares are held by a trust of which the Reporting Person is a co-trustee and, in that capacity, may be deemed to share voting and dispositive power over these Shares with the other trustee. However, the Reporting Person does not have a pecuniary interest in these Shares and he disclaims beneficial ownership thereof because decisions with respect to the voting and disposition of these Shares require the approval of the other trustee. These Class B Shares are held by a private foundation of which the Reporting Person is the president. The Reporting Person does not have any pecuniary interest in these Shares and disclaims beneficial ownership thereof because decisions with respect to the voting and disposition of these Shares are subject to the oversight and the approval of the foundation's board of directors. Maurice J. Duca, By: /s/ Kimberly Shea, Attorney-in-Fact for Maurice J. Duca 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 for Timothy K. Bliss 2016-11-22