0000899243-17-011042.txt : 20170427 0000899243-17-011042.hdr.sgml : 20170427 20170427180812 ACCESSION NUMBER: 0000899243-17-011042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170425 FILED AS OF DATE: 20170427 DATE AS OF CHANGE: 20170427 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: 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: 17790780 MAIL ADDRESS: STREET 1: PO BOX 5609 CITY: SANTA BARBARA STATE: CA ZIP: 93150 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-25 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 Class A Common Stock 2017-04-26 4 J 0 300070 D 0 D Class A Common Stock 400000 I By Duca Fund 12 LLC (2) Class A Common Stock 191830 I By Pension Plan Class B Common Stock 0.00 2017-04-25 4 J 0 300070 D Class A Common Stock 300070 1058056 I By Pension Trust Class B Common Stock 0.00 2017-04-26 4 J 0 300070 A Class A Common Stock 300070 1827702 D Class B Common Stock 0.00 Class A Common Stock 3855275 I By IGSB IVP III 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 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 Reporting Person exchanged these shares of AppFolio Class A Common Stock ("Class A Shares") for a like number of shares of AppFolio Class B Common Stock ("Class B Shares") in a private transaction. These Class A Shares are held by a limited liability company, of which the Reporting Person is the sole manager. In that capacity, the Reporting Person possesses sole voting and dispositive power over all of these Shares, but disclaims beneficial ownership over these Shares except to the extent of his pecuniary interest therein. These 191,830 Class A Shares are owned by the Pension Plan of which the Reporting Person is the sole trustee. In that capacity he possesses sole voting and investment power over these Class A Shares. However, the Reporting Person does not have and he disclaims any pecuniary interest in these Class A Shares. The 300,070 Class B Shares, which were held in a pension plan over which the Reporting Person possessed sole voting and dispositive power, were distributed, without consideration, to the beneficiary under the plan, leaving a total of 1,058,056 Class B Shares in the pension plan. The Reporting Person ceased to possess voting and dispositive power over these 300,070 Class B Shares upon their distribution to the beneficiary. As previously reported, the Reporting Person did not have a pecuniary interest in those 300,070 Class B Shares, and he does not have any pecuniary interest in, and disclaims beneficial ownership of, the 1,058,056 Class B Shares that remain in the pension plan. The 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 Class A Share. 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 AppFolio'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 were acquired in exchange for a like number of Class A Shares in the private transaction referenced in footnote (1) above. 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"). The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion and 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, with IGSB and its other two members, over these Class B Shares owned by IVP III. However, the Reporting Person disclaims beneficial ownership of these Class B shares, except to the extent of his pecuniary interest therein. These Class B Shares are owned by IGSB Internal Venture Fund III LLC, a private investment fund ("IVF III"), which is managed by IGSB. The Reporting Person is one of the three members of IGSB and all decisions regarding the voting, conversion and 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, with IGSB and its other two members, over these Class B shares owned by IVF III. However, the Reporting Person disclaims beneficial ownership of these Class B 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 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, he 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 2017-04-27