SEC FORM 4/A SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BLISS TIMOTHY K

(Last) (First) (Middle)
C/O IGSB, INC.
1485 E. VALLEY ROAD, SUITE H

(Street)
SANTA BARBARA CA 93108

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/29/2015
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series B-3 Convertible Preferred Stock (1) 06/25/2015 C 8,712 (1) (1) Class B Common Stock 2,178 $0.00 0 I By Dragoneer Global Fund LP
Class B Common Stock (2)(3) 06/25/2015 C 2,178(4) (2)(3) (2)(3) Class A Common Stock 2,178 $0.00 2,178 I(4) By Dragoneer Global Fund LP
Series B-3 Convertible Preferred Stock (1) 06/25/2015 C 5,060 (1) (1) Class B Common Stock 1,265 $0.00 0 I By Dragoneer Opportunities Fund LP
Class B Common Stock (2)(3) 06/25/2015 C 1,265(5) (2)(3) (2)(3) Class A Common Stock 1,265 $0.00 1,265 I(5) By Dragoneer Opportunities Fund LP
1. Name and Address of Reporting Person*
BLISS TIMOTHY K

(Last) (First) (Middle)
C/O IGSB, INC.
1485 E. VALLEY ROAD, SUITE H

(Street)
SANTA BARBARA CA 93108

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Investment Group of Santa Barbara, LLC

(Last) (First) (Middle)
C/O IGSB, INC.
1485 E VALLEY ROAD, SUITE H

(Street)
SANTA BARBARA CA 93108

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Convertible Preferred Stock, irrespective of its Series, automatically converted into 0.25 of a share of Class B Common Stock prior to the consummation of the initial public offering (the "IPO") of AppFolio, Inc. (the "Company"). The Class B Common Stock has not been registered, and it is not expected that the Class B Common Stock will be registered in the future, under the Securities Exchange Act of 1934, as amended.
2. Each share of Class B Common Stock will be convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, shares of Class B Common Stock that are transferred after the consummation of the Company's IPO will convert automatically, on a one share-for-one share basis, into shares of Class A Common Stock, except for (i) any transfers, by a partnership or limited liability company that was a registered holder of shares of Class B Common Stock prior to the consummation of the IPO, made to anyone who was a partner or member of any such partnership or limited liability company prior to consummation of the IPO, and (ii) any transfer to a "qualified recipient" as defined in the Company's amended and restated certificate of incorporation.
3. 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.
4. Mr. Bliss does not possess voting or dispositive power over, and he disclaims beneficial ownership of, these Shares, except to the extent of his pecuniary interest therein.
5. Mr. Bliss does not possess voting or dispositive power over, and he disclaims beneficial ownership of, these Shares, except to the extent of his pecuniary interest therein.
Remarks:
Form 2 of 2
Investment Group of Santa Barbara, LLC, By /s/ Kimberly Shea, attorney-in-fact for Timothy K. Bliss, Member and Vice President 07/06/2015
/s/ Kimberly Shea, attorney-in-fact for Timothy K. Bliss 07/06/2015
** Signature of Reporting Person Date
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.