X0306 4/A 2015-06-25 2015-06-29 0 0001433195 APPFOLIO INC APPF 0000938333 DUCA MAURICE J C/O IGSB, INC. 1485 E VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 0 0 1 0 0001645662 Investment Group of Santa Barbara, LLC C/O IGSB, INC. 1485 E VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 0 0 1 0 Series B-3 Convertible Preferred Stock 2015-06-25 4 C 0 50088 0.00 D Class B Common Stock 12522 0 I By Dragoneer Global Fund LP Class B Common Stock 2015-06-25 4 C 0 12522 0.00 A Class A Common Stock 12522 12522 I By Dragoneer Global Fund LP Series B-3 Convertible Preferred Stock 2015-06-25 4 C 0 22772 0.00 D Class B Common Stock 5693 0 I By Dragoneer Opportunities Fund LP Class B Common Stock 2015-06-25 4 C 0 5693 0.00 A Class A Common Stock 5693 5693 I By Dragoneer Opportunities Fund LP 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. 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. 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. Mr. Duca does not possess or share voting or dispositive power over any of these Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein. Mr. Duca does not possess or share voting or dispositive power over any of these Shares and disclaims beneficial ownership of all of these Shares, except to the extent of his pecuniary interest therein. Form 2 of 2. Investment Group of Santa Barbara, LLC, By: /s/ Kimberly Shea, attorney-in-fact for Timothhy K. Bliss, Member and Vice President 2015-07-06 /s/ Kimberly Shea, attorney-in-fact for Maurice J. Duca 2015-07-06