Jason Robert Randall - 17 Dec 2021 Form 4 Insider Report for APPFOLIO INC (APPF)

Footnote F1

These shares were sold in a privately negotiated transaction with certain existing stockholders and did not involve any open market transaction.

Footnote F2

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, except for any transfers (i) by a partnership or limited liability company that was a registered holder of shares of Class B Common Stock to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) 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.

Footnote F3

All of the 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 Company'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.

Footnote F4

The shares of Class B Common reported on the table above are held by the Jason R Randall & Christina L Walman Revocable Trust Dated 06/01/17 of which Mr. Randall is a Trustee.