X0206 3 2015-06-25 0 0001433195 APPFOLIO INC APPF 0001645481 IGSB IVP III, LLC C/O IGSB, INC. 1485 E VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 0 0 1 0 Series A Convertible Preferred Stock Class B Common Stock 8065 D Series B Convertible Preferred Stock Class B Common Stock 1512 D Series B-2 Convertible Preferred Stock Class B Common Stock 748391 D Series B-3 Convertible Preferred Stock Class B Common Stock 300691 D 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. 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 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 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. Exhibit List: Exhibit 24.1 Power of Attorney IGSB IVP III, LLC, a California limited liability company, By Investment Group of Santa Barbara, LLC, By /s/ Kimberly Shea, attorney in fact for Timothy K. Bliss, Member and Vice President 2015-06-25