Sec Form 4 Filing - von Blottnitz Andreas @ APPFOLIO INC - 2024-03-07

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
von Blottnitz Andreas
2. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
70 CASTILIAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2024
(Street)
SANTA BARBARA, CA93117
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
Class A Common Stock 03/07/2024 C( 1 ) 4,500 A $ 0 9,949 D
Class A Common Stock 03/07/2024 S 863 D $ 225.37 ( 2 ) 9,086 D
Class A Common Stock 03/07/2024 S 2,799 D $ 226.63 ( 3 ) 6,287 D
Class A Common Stock 03/07/2024 S 738 D $ 227.47 ( 4 ) 5,549 D
Class A Common Stock 03/07/2024 S 100 D $ 228.35 ( 5 ) 5,449 D
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 03/07/2024 C( 1 ) 4,500 ( 6 )( 7 ) ( 6 )( 7 ) Class A Common Stock 4,500 $ 0 45,500 D ( 8 )
Class B Common Stock $ 0 ( 6 )( 7 ) ( 6 )( 7 ) Class A Common Stock 12,500 12,500 I By Spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
von Blottnitz Andreas
70 CASTILIAN DRIVE
SANTA BARBARA, CA93117
X
Signatures
/s/ Matthew Mazza as Attorney-in-Fact for Andreas von Blottnitz 03/11/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of the Issuer's Class A Common Stock (each, a "Class A Share") were acquired by the Reporting Person upon the conversion of an equal number of shares of the Issuer's Class B Common Stock (each, a "Class B Share") that had been beneficially owned by the Reporting Person.
( 2 )This transaction was executed in multiple trades with sales prices ranging from $225.030 to $226.029. The price reported above reflects the weighted average sales price for the cumulative trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer information regarding the individual trades.
( 3 )This transaction was executed in multiple trades with sales prices ranging from $226.310 to $227.309. The price reported above reflects the weighted average sales price for the cumulative trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer information regarding the individual trades.
( 4 )This transaction was executed in multiple trades with sales prices ranging from $227.320 to $228.319. The price reported above reflects the weighted average sales price for the cumulative trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer information regarding the individual trades.
( 5 )This transaction was executed in multiple trades with sales prices ranging from $228.35 to $229.349. The price reported above reflects the weighted average sales price for the cumulative trades. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer information regarding the individual trades.
( 6 )Each Class B Share is convertible, at any time at the option of the holder, into one Class A Share. In addition, each Class B Share will convert automatically into one Class A Share upon any transfer, except for any transfers (i) by a partnership or limited liability company that was a registered holder of Class B Shares 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 Class B Shares have no expiration date.
( 7 )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 outstanding Class B Shares represent less than 10% of the sum of the outstanding Class A Shares and Class B Shares.
( 8 )The reported securities, which were previously reported as indirectly owned by the Reporting Person through his spouse, were transferred to, and are now held directly by the Reporting Person.

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).

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