Jonathan Walker - Sep 14, 2021 Form 4 Insider Report for APPFOLIO INC (APPF)

Role: Chief Technology Officer
Signature: /s/ Matthew Mazza, as Attorney-In-Fact for Jonathan Walker
Stock symbol: APPF
Transactions as of: Sep 14, 2021
Transactions value $: -$98,291
Form type: 4
Date filed: 9/16/2021, 09:46 PM
Previous filing: Sep 9, 2021
Next filing: Dec 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership
transaction	APPF	Class A Common Stock	Conversion of derivative security	$0	+20K	+127.6%	$0.00	35.7K	Sep 14, 2021	By Trust
transaction	APPF	Class A Common Stock	Sale	-$98.3K	-801	-2.25%	$122.71	34.9K	Sep 14, 2021	By Trust
transaction	APPF	Class A Common Stock	Gift	$0	-9.6K	-27.53%	$0.00	25.3K	Sep 14, 2021	By Trust

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	Employee Stock Option (Right to Buy)	Options Exercise	$0	-20K	-26.87%	$0.00	54.4K	Sep 14, 2021	Class B Common Stock	20K	$4.92	By Trust	F1, F2
transaction	APPF	Class B Common Stock	Options Exercise	$0	+20K	+3.5%	$0.00	592K	Sep 14, 2021	Class A Common Stock	20K	$0.00	By Trust	F1, F2
transaction	APPF	Class B Common Stock	Conversion of derivative security	$0	-20K	-3.38%	$0.00	572K	Sep 14, 2021	Class A Common Stock	20K	$0.00	By Trust	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer"), except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) a transfer to a "qualified recipient," as defined in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock have no expiration date.
F2	All outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one share-for-one share basis, on the date when the number of the Issuer's outstanding shares of Class B Common Stock represents less than 10% of the sum of its outstanding shares of Class A Common Stock and Class B Common Stock.

Content

Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer"), except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) a transfer to a "qualified recipient," as defined in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock have no expiration date.

All outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one share-for-one share basis, on the date when the number of the Issuer's outstanding shares of Class B Common Stock represents less than 10% of the sum of its outstanding shares of Class A Common Stock and Class B Common Stock.