Sec Form 4 Filing - BV Capital GP II, LLC @ APPFOLIO INC - 2015-10-06

Insider filing report for Changes in Beneficial Ownership
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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
BV Capital GP II, LLC
2. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O E.VENTURES, 600 MONTGOMERY STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2015
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 ( 1 ) ( 2 ) 10/06/2015 S 1,124,825 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 1,124,825 $ 16.5 0 I By BV Capital Fund II, L.P. ( 3 )
Class B Common Stock ( 1 ) ( 2 ) 10/06/2015 S 385,656 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 385,656 $ 16.5 0 I By BV Capital Fund II, L.P. ( 3 )
Class B Common Stock ( 1 ) ( 2 ) 10/06/2015 S 222,169 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 222,169 $ 16.5 0 I By BV Capital Fund II-A, L.P. ( 4 )
Class B Common Stock ( 1 ) ( 2 ) 10/06/2015 S 76,173 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 76,173 $ 16.5 0 I By BV Capital Fund II-A, L.P. ( 4 )
Class B Common Stock ( 1 ) ( 2 ) 10/06/2015 S 1,475,756 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 1,475,756 $ 16.5 0 I By BV Capital GMBH & Co Beteiligungs KG No. 1 ( 5 )
Class B Common Stock ( 1 ) ( 2 ) 10/06/2015 S 505,975 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 505,975 $ 16.5 0 I By BV Capital GMBH & Co Beteiligungs KG No. 1 ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BV Capital GP II, LLC
C/O E.VENTURES
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO, CA94111
X
BV Capital Gmbh & Co Beteiligungs KG No. 1
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO, CA94111
X
BV Capital Management, LLC
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO, CA94111
X
BV Capital Fund II, L.P.
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO, CA94111
X
BV Capital Fund II-A, L.P.
600 MONTGOMERY STREET, 43RD FLOOR
SAN FRANCISCO, CA94111
X
Signatures
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC 10/06/2015
Signature of Reporting Person Date
/s/ Mathias Schilling, Managing Member of BV Capital Management, LLC which serves as Managing Limited Partner of BV Capital GMBH & Co Beteiligungs KG No. 1 10/06/2015
Signature of Reporting Person Date
/s/ Mathias Schilling, Managing Member of BV Capital Management, LLC 10/06/2015
Signature of Reporting Person Date
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner of BV Capital Fund II, L.P. 10/06/2015
Signature of Reporting Person Date
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner to BV Capital Fund II-A, L.P. 10/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 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 such effective time, and (ii) a transfer to a "qualified recipient" as defined in the Issuer's amended and restated certificate of incorporation.
( 2 )The shares of Class B Common Stock have no expiration date. All 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 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. The Class B Common Stock has not been registered, and is not currently expected to be registered, under the Securities Exchange Act of 1934, as amended.
( 3 )The securities are owned by BV Capital Fund II, L.P. ("BV II"). BV Capital GP II, LLC ("BV GP II") serves as the General Partner of BV II. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II and may be deemed to have indirect beneficial ownership of the shares held by BV II. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to t he extent of its pecuniary interest therein.
( 4 )The securities are owned by BV Capital Fund II-A, L.P. ("BV II-A"). BV GP II serves as the General Partner of BV II-A. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II-A and may be deemed to have indirect beneficial ownership of the shares held by BV II-A. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
( 5 )The securities are owned by BV Capital GMBH & Co Beteiligungs KG No. 1 ("BV KG"). BV Capital Management, LLC ("BV Management") serves as the Managing Limited Partner of BV KG. As such, BV Management possesses sole voting and investment control over the shares owned by BV KG and may be deemed to have indirect beneficial ownership of the shares held by BV KG. BV Management, which is under common control with BV GP II (defined in footnote 3), owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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