0000899243-21-046864.txt : 20211203 0000899243-21-046864.hdr.sgml : 20211203 20211203205254 ACCESSION NUMBER: 0000899243-21-046864 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211201 FILED AS OF DATE: 20211203 DATE AS OF CHANGE: 20211203 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: 211471731 MAIL ADDRESS: STREET 1: PO BOX 5609 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 2021-12-01 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 B Common Stock 0.00 2021-12-01 4 J 0 3554584 0.00 D Class A Common Stock 3554584 0 I By IGSB IVP III Class B Common Stock 0.00 2021-12-01 4 J 0 993627 0.00 D Class A Common Stock 993627 0 I By IGSB Internal Venture Fund III Class B Common Stock 0.00 2021-12-01 4 J 0 1817811 0.00 A Class A Common Stock 1817811 3740274 D Class B Common Stock 0.00 2021-12-01 4 J 0 1374976 0.00 A Class A Common Stock 1374976 2536153 I By Pension Trust Class B Common Stock 0.00 2021-12-01 4 J 0 161180 0.00 A Class A Common Stock 161180 207124 I By Family Trust Class B Common Stock 0.00 Class A Common Stock 4995 I By IGSB Cardinal Core BV, LLC Class B Common Stock 0.00 Class A Common Stock 24600 I By IGSB Cardinal Core MX, LLC 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 12828 I By Private Foundation On December 1, 2021, three investment funds of IGSB IVP III, LLC ("IVP III") were dissolved, resulting in the termination of each of those investment funds and the distribution of an aggregate of 3,554,584 shares of AppFolio Class B Common Stock ("Class B Shares") held by those investment funds, pro-rata to the investors in those investment funds. No consideration was paid by any of those investors for the Class B Shares distributed to them. Each Class B Share is convertible, at any time at the option of the holder, into one share of Appfolio Class A Common Stock ("Class A Shares"). 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). (Continued from Footnote 2) AppFolio's Class B Shares do not have an expiration date. 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. On December 1, 2021, four investment funds of IGSB Internal Venture Fund III, LLC ("IVF III") were dissolved, resulting in the termination of each of those investment funds and the distribution of an aggregate of 993,627 Class B Shares pro-rata to the investors in those investment funds. No consideration was paid by any of those investors for the Class B Shares distributed to them. These 1,817,811 Class B Shares are the Reporting Person's pro rata share of the Class B Shares distributed upon the dissolution and termination of (i) the three investment funds of IVP III (referenced in footnote 1 above) and (ii) the four investment funds of IVF III (referenced in footnote 4 above). No consideration was paid by the Reporting Person's for any of these Class B Shares distributed to him. The Reporting Person is the trustee of a pension plan and, in that capacity, possesses sole voting and dispositive power over the Class B Shares owned by the pension plan. These 1,374,976 Class B Shares are the pro rata share of the Class B Shares distributed to the pension plan upon the dissolution and termination of (i) the three investment funds of IVP III (referenced in footnote 1 above) and (ii) the four investment funds of IVF III (referenced in footnote 4). No consideration was paid by the pension plan or the Reporting Person for any of these Class B Shares. Although the Reporting Person possesses sole voting and dispositive power over the Class B Shares owned by the pension plan, he does not have and he disclaims any pecuniary interest in these Class B Shares. These 161,180 Class B Shares are the pro rata share of the Class B Shares distributed to the Reporting Person's revocable family trust upon the dissolution and termination of (i) the three investment funds of IVP III (referenced in footnote 1 above) and (ii) the four investment funds of IVF III (referenced in footnote 4 above). No consideration was paid by the family trust or the Reporting Person for any of these Class B Shares. These Class B Shares are owned by IGSB Cardinal Core BV, a limited liability company, of which the Reporting Person is the managing member. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class B Shares, but he disclaims beneficial ownership over the Shares except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by IGSB Cardinal Core MX, a limited liability company, of which the Reporting Person is the managing member. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class B Shares, but he disclaims beneficial ownership over the Shares except to the extent of any pecuniary interest he may have therein. 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, and he disclaims beneficial ownership of, these Shares. 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, and disclaims beneficial ownership of, these Class B Shares 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 2021-12-03