Investment Group of Santa Barbara, LLC - Dec 1, 2021 Form 4 Insider Report for APPFOLIO INC (APPF)

Role
10%+ Owner
Signature
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
Stock symbol
APPF
Transactions as of
Dec 1, 2021
Transactions value $
$0
Form type
4
Date filed
12/3/2021, 07:51 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction APPF Class B Common Stock Other $0 -3.55M -100% $0.00* 0 Dec 1, 2021 Class A Common Stock 3.55M $0.00 By IGSB IVP III, LLC F1, F2, F3
transaction APPF Class B Common Stock Other $0 -994K -100% $0.00* 0 Dec 1, 2021 Class A Common Stock 994K $0.00 By IGSB Internal Venture Fund III, LLC F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Investment Group of Santa Barbara, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Investment Group of Santa Barbara, LLC ("IGSB") is the manager of IGSB IVP III, LLC ("IVP III"). On December 1, 2021, three of the investment funds of 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 their investors. No consideration was paid by any of the investors in those investment funds for the Class B Shares distributed to them.
F2 Each Class B Share is convertible, at any time at the option of the holder, into one share of Appfolio Class A Common Stock (the "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).
F3 (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.
F4 IGSB also is the manager of IGSB Internal Venture Fund III, LLC ("IVF III"). On December 1, 2021, four investment funds of IVF III were dissolved, resulting in the termination of those investment funds and the distribution of an aggregate of 993,627 shares of AppFolio Class B Shares held by those investment funds, pro-rata to their investors. No consideration was paid by any of the investors in those investment funds for the Class B Shares distributed to them.