X0206 3 2015-06-25 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 Convertible Preferred Stock Class B Common Stock 1411072 I By IGSB IVP II, LLC Series B-1 Convertible Preferred Stock Class B Common Stock 289758 I By IGSB IVP II, LLC Series B Convertible Preferred Stock Class B Common Stock 807 I By Internal Venture Fund II, LLC Series B-1 Convertible Preferred Stock Class B Common Stock 42116 I By Internal Venture Fund II, LLC Series A Convertible Preferred Stock Class B Common Stock 8065 I By IGSB IVP III, LLC Series B Convertible Preferred Stock Class B Common Stock 1512 I By IGSB IVP III, LLC Series B-2 Convertible Preferred Stock Class B Common Stock 748391 I By IGSB IVP III, LLC Series B-3 Convertible Preferred Stock Class B Common Stock 300691 I By IGSB IVP III, LLC Series B Convertible Preferred Stock Class B Common Stock 5041 I By IGSB Internal Venture Fund III, LLC Series B-2 Convertible Preferred Stock Class B Common Stock 445471 I By IGSB Internal Venture Fund III, LLC Series B-3 Convertible Preferred Stock Class B Common Stock 300691 I By IGSB Internal Venture Fund III, LLC Series A Convertible Preferred Stock Class B Common Stock 26079 I By BV Capital Fund LP Series B Convertible Preferred Stock Class B Common Stock 8941 I By BV Capital Fund LP Series A Convertible Preferred Stock Class B Common Stock 134 I By Mayfield XI Fund LP Series B Convertible Preferred Stock Class B Common Stock 45 I By Mayfield XI Fund LP Series B-3 Convertible Preferred Stock Class B Common Stock 12522 I By Dragoneer Global Fund LP Series B-3 Convertible Preferred Stock Class B Common Stock 5693 I By Dragoneer Opportunities Fund LP 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 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 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. 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. 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. 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. 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. 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. 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. 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. 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 2015-06-25 /s/ Kimberly Shea, attorney-in-fact, for Maurice J. Duca 2015-06-25