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Sec Form 4 Filing - RAUTH WILLIAM R III @ APPFOLIO INC - 2020-07-01

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
RAUTH WILLIAM R III
2. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O IGSB, INC., 1485 E. VALLEY ROAD, SUITE H
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2020
(Street)
SANTA BARBARA, CA93108
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 07/01/2020 J( 1 ) 300,691 ( 1 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 300,691 $ 0 3,554,584 I By IGSB IVP III,LLC ( 4 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 172,859 D
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 993,627 I By IGSB Internal Venture Fund III, LLC ( 5 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,129 I SeeFootnote ( 6 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,129 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,119 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,119 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,119 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,119 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,119 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 15,119 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 13,725 I SeeFootnote ( 7 )
Class B Common Stock $ 0 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 2 ) ( 3 ) 1,407 I SeeFootnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAUTH WILLIAM R III
C/O IGSB, INC.
1485 E. VALLEY ROAD, SUITE H
SANTA BARBARA, CA93108
X X
Signatures
William R. Rauth, III, By: /s/ KIMBERLY SHEA, Attorney-in-Fact for William R. Rauth, III 07/06/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 1, 2020, the investors in one of the investment funds of IGSB IVP III, LLC ("IVP III") approved its distribution of all 300,691 shares of AppFolio Class B Common Stock ("Class B Shares") then held in that investment fund, pro-rata to the investors. No consideration was paid by any of those investors for the respective Class B Shares distributed to them. The Reporting Person was not an investor in, and did not receive any of the Class B Shares distributed by, the investment fund.
( 2 )Each Class B Share is convertible, at any time at the option of the holder, into one Class A Share. 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).
( 3 )(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.
( 4 )These Class B Shares are owned by IVP III, which is managed by Investment Group of Santa Barbara, LLC ("IGSB"). The Reporting Person is one of the members of IGSB and, for that reason, may be deemed to share voting and dispositive power with IGSB and its other members over these Class B Shares. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein.
( 5 )These Class B Shares are owned by IGSB Internal Venture Fund III LLC, a private investment fund that also is managed by IGSB. The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other members. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein.
( 6 )These Class B Shares are owned by an irrevocable trust established for one of the Reporting Person's grandchildren. The Reporting Person is the trustee of the trust and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by it. However, the Reporting Person disclaims any pecuniary interest in these Class B Shares.
( 7 )These Class B Shares are owned by an irrevocable trust established for another of the Reporting Person's grandchildren. The Reporting Person is the trustee of the trust and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by it. However, he disclaims any pecuniary interest in these Class B Shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.