AppFolio, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DUCA MAURICE J

(Last)

(First)

(Middle)

C/O IGSB, INC.

1485 E VALLEY ROAD, SUITE H

(Street)

SANTA BARBARA

93108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2015

3. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	1,411,072⁽⁴⁾	⁽¹⁾	I⁽⁴⁾	By IGSB IVP II, LLC
Series B-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	289,758⁽⁴⁾	⁽¹⁾	I⁽⁴⁾	By IGSB IVP II, LLC
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	807⁽⁵⁾	⁽¹⁾	I⁽⁵⁾	By Internal Venture Fund II, LLC
Series B-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	42,116⁽⁵⁾	⁽¹⁾	I⁽⁵⁾	By Internal Venture Fund II, LLC
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	8,065⁽⁶⁾	⁽¹⁾	I⁽⁶⁾	By IGSB IVP III, LLC
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	1,512⁽⁶⁾	⁽¹⁾	I⁽⁶⁾	By IGSB IVP III, LLC
Series B-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	748,391⁽⁶⁾	⁽¹⁾	I⁽⁶⁾	By IGSB IVP III, LLC
Series B-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	300,691⁽⁶⁾	⁽¹⁾	I⁽⁶⁾	By IGSB IVP III, LLC
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	5,041⁽⁷⁾	⁽¹⁾	I⁽⁷⁾	By IGSB Internal Venture Fund III, LLC
Series B-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	445,471⁽⁷⁾	⁽¹⁾	I⁽⁷⁾	By IGSB Internal Venture Fund III, LLC
Series B-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	300,691⁽⁷⁾	⁽¹⁾	I⁽⁷⁾	By IGSB Internal Venture Fund III, LLC
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	26,079⁽⁸⁾	⁽¹⁾	I⁽⁸⁾	By BV Capital Fund LP
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	8,941⁽⁸⁾	⁽¹⁾	I⁽⁸⁾	By BV Capital Fund LP
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	134⁽⁹⁾	⁽¹⁾	I⁽⁹⁾	By Mayfield XI Fund LP
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	45⁽⁹⁾	⁽¹⁾	I⁽⁹⁾	By Mayfield XI Fund LP
Series B-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	12,522⁽¹⁰⁾	⁽¹⁾	I⁽¹⁰⁾	By Dragoneer Global Fund LP
Series B-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	5,693⁽¹¹⁾	⁽¹⁾	I⁽¹¹⁾	By Dragoneer Opportunities Fund LP

1. Name and Address of Reporting Person^*

DUCA MAURICE J

(Last)

(First)

(Middle)

C/O IGSB, INC.

1485 E VALLEY ROAD, SUITE H

(Street)

SANTA BARBARA

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

93108

(City)

(State)

(Zip)

Explanation of Responses:

1. None of the Series of Convertible Preferred Stock have expiration dates. However, each share of Convertible Preferred Stock, irrespective of its Series, will automatically convert into 0.25 of a share of Class B Common Stock prior to the consummation of the Company's initial public offering (the "IPO"). 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 is 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 the 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 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. These Series B and Series B-1 Preferred Shares are owned of record by IGSB IVP II, LLC, which is a private investment fund. Because Mr. Duca does not possess or share voting or dispositive power over these Shares, he disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest in these Shares.

5. These Series B and Series B-1 Preferred Shares are held of record by IGSB Internal Venture Fund II, LLC, which is a private investment fund. Because Mr. Duca does not possess or share voting or investment power over these Shares, he disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest in these Shares.

6. These Series A, Series B, Series B-2 and Series B-3 Preferred Shares are held of record by IGSB IVP III, LLC ("IGSB IVP 3"), which is a private investment fund managed by Investment Group of Santa Barbara, LLC ("IGSB"). Mr. Duca is one of three members of IGSB and all decisions regarding the voting and disposition of these Shares requires the unanimous approval of the three members. As a result, Mr. Duca may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Duca disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest in these Shares.

7. These Series B, Series B-2 and Series B-3 Preferred Shares are held of record by IGSB Internal Venture Fund III, LLC ("IGSB Venture Fund 3"), which is a private investment fund also managed by IGSB. Mr. Duca is one of three members of IGSB and all decisions regarding the voting and disposition of these Shares requires the unanimous approval of the three members. As a result, Mr. Duca may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Duca disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.

8. Mr. Duca does not possess or share voting or dispositive power over any of these Series A or Series B Shares and disclaims beneficial ownership of these Shares, except to the extent of his pecuniary interest therein.

9. Mr. Duca does not possess or share voting or dispositive power over any of these Series A or Series B Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein.

10. Mr. Duca does not possess or share voting or dispositive power over any of these Series B-3 Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein.

11. Mr. Duca does not possess or share voting or dispositive power over any of these Series B-3 Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney

	Investment Group of Santa Barbara, LLC, By: /s/ Kimberly Shea, attorney-in-fact, for Timothy K. Bliss, Member and Vice President	06/25/2015
	/s/ Kimberly Shea, attorney-in-fact, for Maurice J. Duca	06/25/2015
	** 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 5 (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.
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                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Kimberly Shea and C.
Craig Carlson, or any of them signing individually, the undersigned's true and
lawful attorney-in-fact (each, an "Attorney-in-Fact") to:

(1)     complete and execute, for and on behalf of the undersigned, in the
        undersigned's capacity as the beneficial owner of more than ten percent
        (10.0%) of any class of any equity security of AppFolio, Inc., a
        Delaware corporation (the "Company"), Forms 3, 4 and 5, and Schedules
        13D and 13G, and such other forms and documents, including any
        amendments to any of the foregoing, as such Attorney-In-Fact shall in
        his or her discretion determine to be required or advisable pursuant to
        Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934,
        as amended (the "Exchange Act") and the rules and regulations
        promulgated thereunder, or any successor laws and regulations, as a
        consequence of, or in respect of, the undersigned's ownership,
        acquisition or disposition of securities of the Company;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        forms and schedules, including any amendments thereto, and timely file
        such forms and schedules, including any amendments thereto, with the
        United States Securities and Exchange Commission (the "SEC"), and any
        securities exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such Attorney-in-Fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such information as
        such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

        The undersigned hereby grants to each such Attorney-in-Fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each such
Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing Attorneys-in-Fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of
the Exchange Act.

        The undersigned agrees that each such Attorney-in-Fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such Attorney-in-Fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such Attorney-in-Fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and
13G, including any amendments thereto, and agrees to reimburse the Company and
each such Attorney-in-Fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and
13G, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing Attorneys-in-Fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 22nd day of June, 2015.

                                        /s/ Maurice J. Duca
                                        ---------------------------------------
                                        Maurice J. Duca