X0306 4/A 2015-06-25 2015-06-29 0 0001433195 APPFOLIO INC APPF 0001213191 RAUTH WILLIAM R III C/O IGSB, INC. 1485 E VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 1 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 Convertible Preferred Stock 2015-06-25 4 C 0 1056916 0.00 D Class B Common Stock 264229 0 I By IGSB IVP II, LLC Class B Common Stock 2015-06-25 4 C 0 264229 0.00 A Class A Common Stock 264229 264229 I By IGSB IVP II, LLC Series B-1 Convertible Preferred Stock 2015-06-25 4 C 0 530660 0.00 D Class B Common Stock 132665 0 I By IGSB IVP II, LLC Class B Common Stock 2015-06-25 4 C 0 132665 0.00 A Class A Common Stock 132665 396894 I By IGSB IVP II, LLC Series B-1 Convertible Preferred Stock 2015-06-25 4 C 0 74508 0.00 D Class B Common Stock 18627 0 I By Internal Venture Fund II, LLC Class B Common Stock 2015-06-25 4 C 0 18627 0.00 A Class A Common Stock 18627 18627 I By Internal Venture Fund II, LLC Series A Convertible Preferred Stock 2015-06-25 4 C 0 32260 0.00 D Class B Common Stock 8065 0 I By IGSB IVP III, LLC Class B Common Stock 2015-06-25 4 C 0 8065 0.00 A Class A Common Stock 8065 8065 I By IGSB IVP III, LLC Series B Convertible Preferred Stock 2015-06-25 4 C 0 6049 0.00 D Class B Common Stock 1512 0 I By IGSB IVP III, LLC Class B Common Stock 2015-06-25 4 C 0 1512 0.00 A Class A Common Stock 1512 9577 I By IGSB IVP III, LLC Series B-2 Convertible Preferred Stock 2015-06-25 4 C 0 2993564 0.00 D Class B Common Stock 748391 0 I By IGSB IVP III, LLC Class B Common Stock 2015-06-25 4 C 0 748391 0.00 A Class A Common Stock 748391 757968 I By IGSB IVP III, LLC Series B-3 Convertible Preferred Stock 2015-06-25 4 C 0 1202763 0.00 D Class B Common Stock 300691 0 I By IGSB IVP III, LLC Class B Common Stock 2015-06-25 4 C 0 300691 0.00 A Class A Common Stock 300691 1058659 I By IGSB IVP III, LLC Series B Convertible Preferred Stock 2015-06-25 4 C 0 20162 0.00 D Class B Common Stock 5041 0 I By IGSB Internal Venture Fund III, LLC Class B Common Stock 2015-06-25 4 C 0 5041 0.00 A Class A Common Stock 5041 5041 I By IGSB Internal Venture Fund III, LLC Series B-2 Convertible Preferred Stock 2015-06-25 4 C 0 1781883 0.00 D Class B Common Stock 445471 0 I By IGSB Internal Venture Fund III, LLC Class B Common Stock 2015-06-25 4 C 0 445471 0.00 A Class A Common Stock 445471 450512 I By IGSB Internal Venture Fund III, LLC Series B-3 Convertible Preferred Stock 2015-06-25 4 C 0 1202763 0.00 D Class B Common Stock 300691 0 I By IGSB Internal Venture Fund III, LLC Class B Common Stock 2015-06-25 4 C 0 300691 0.00 A Class A Common Stock 300691 751203 I By IGSB Internal Venture Fund III, LLC Series B Convertible Preferred Stock 2015-06-25 4 C 0 20163 0.00 D Class B Common Stock 5041 0 I By Ospre-Point Capital, LLC Class B Common Stock 2015-06-25 4 C 0 5041 0.00 A Class A Common Stock 5041 5041 I By Ospre-Point Capital, LLC Series A Convertible Preferred Stock 2015-06-25 4 C 0 34992 0.00 D Class B Common Stock 8748 0 I By BV Capital Fund II LP Class B Common Stock 2015-06-25 4 C 0 8748 0.00 A Class A Common Stock 8748 8748 I By BV Capital Fund II LP Series B Convertible Preferred Stock 2015-06-25 4 C 0 11996 0.00 D Class B Common Stock 2999 0 I By BV Capital Fund II LP Class B Common Stock 2015-06-25 4 C 0 2999 0.00 A Class A Common Stock 2999 11747 I By BV Capital Fund II LP Series A Convertible Preferred Stock 2015-06-25 4 C 0 180 0.00 D Class B Common Stock 45 0 I By Mayfield XI LP Class B Common Stock 2015-06-25 4 C 0 45 0.00 A Class A Common Stock 45 45 I By Mayfield XI LP Series B Convertible Preferred Stock 2015-06-25 4 C 0 64 0.00 D Class B Common Stock 16 0 I By Mayfield XI LP Class B Common Stock 2015-06-25 4 C 0 16 0.00 A Class A Common Stock 16 61 I By Mayfield XI 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. These Shares are owned of record by IGSB IVP II, LLC, which is a private investment fund. Mr. Rauth does not possess or share voting or dispositive power over, but does have a pecuniary interest in, these Shares. These Shares are held of record by IGSB Internal Venture Fund II, LLC, which is a private investment fund. Mr. Rauth does not possess or share voting or investment power over, but does have a pecuniary interest in, these Shares. These 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. Rauth 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. Rauth may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Rauth disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein. These 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. Rauth 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. Rauth may be deemed to share voting and dispositive power over these Shares with IGSB and its other two members. However, Mr. Rauth does not have and he disclaims any pecuniary interest in the Shares owned by IGSB Venture Fund 3. Mr. Rauth possesses sole voting and dispositive power over, but disclaims any pecuniary interest in, these Shares. Mr. Rauth does not possess or share voting or dispositive power over any of these Shares and disclaims beneficial ownership of these Shares, except to the extent of his pecuniary interest in these Shares. Mr. Rauth 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 in these Shares. Investment Group of Santa Barbara, LLC, By: /s/ Kimberly Shea, attorney-in-fact for Timothy K. Bliss, Member and Vice President 2015-07-06 /s/ Kimberly Shea, attorney-in-fact for William R. Rauth, III 2015-07-06