Maurice J. Duca - Dec 1, 2021 Form 4 Insider Report for APPFOLIO INC (APPF)

Role
10%+ Owner
Signature
Maurice J. Duca, By: /s/ Kimberly Shea, Attorney-in-Fact for Maurice J. Duca
Stock symbol
APPF
Transactions as of
Dec 1, 2021
Transactions value $
$0
Form type
4
Date filed
12/3/2021, 07:52 PM
Next filing
Sep 19, 2022

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 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 F2, F3, F4
transaction APPF Class B Common Stock Other $0 +1.82M +94.56% $0.00 3.74M Dec 1, 2021 Class A Common Stock 1.82M $0.00 Direct F2, F3, F5
transaction APPF Class B Common Stock Other $0 +1.37M +118.41% $0.00 2.54M Dec 1, 2021 Class A Common Stock 1.37M $0.00 By Pension Trust F2, F3, F6, F7
transaction APPF Class B Common Stock Other $0 +161K +350.82% $0.00 207K Dec 1, 2021 Class A Common Stock 161K $0.00 By Family Trust F2, F3, F8
holding APPF Class B Common Stock 5K Dec 1, 2021 Class A Common Stock $0.00 By IGSB Cardinal Core BV, LLC F2, F3, F9
holding APPF Class B Common Stock 24.6K Dec 1, 2021 Class A Common Stock $0.00 By IGSB Cardinal Core MX, LLC F2, F3, F10
holding APPF Class B Common Stock 7.02K Dec 1, 2021 Class A Common Stock $0.00 By Charitable Remainder Trust F2, F3, F11
holding APPF Class B Common Stock 12.8K Dec 1, 2021 Class A Common Stock $0.00 By Private Foundation F2, F3, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
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 ("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 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.