X0306 4 2015-06-25 0 0001433195 APPFOLIO INC APPF 0001533900 BV Capital GP II, LLC C/O E.VENTURES 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001533897 BV Capital Gmbh & Co Beteiligungs KG No. 1 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001534591 BV Capital Management, LLC 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001533898 BV Capital Fund II, L.P. 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001533899 BV Capital Fund II-A, L.P. 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Series A Convertible Preferred Stock 2015-06-25 4 C 0 4499300 0.00 D Class B Common Stock 1124825 0 I By BV Capital Fund II, L.P. Class B Common Stock 2015-06-25 4 C 0 1124825 0.00 A Class A Common Stock 1124825 1124825 I By BV Capital Fund II, L.P. Series B Convertible Preferred Stock 2015-06-25 4 C 0 1542621 0.00 D Class B Common Stock 385656 0 I By BV Capital Fund II, L.P. Class B Common Stock 2015-06-25 4 C 0 385656 0.00 A Class A Common Stock 385656 1510481 I By BV Capital Fund II, L.P. Series A Convertible Preferred Stock 2015-06-25 4 C 0 888676 0.00 D Class B Common Stock 222169 0 I By BV Capital Fund II-A, L.P. Class B Common Stock 2015-06-25 4 C 0 222169 0.00 A Class A Common Stock 222169 1732650 I By BV Capital Fund II-A, L.P. Series B Convertible Preferred Stock 2015-06-25 4 C 0 304690 0.00 D Class B Common Stock 76173 0 I By BV Capital Fund II-A, L.P. Class B Common Stock 2015-06-25 4 C 0 76173 0.00 A Class A Common Stock 76173 1808823 I By BV Capital Fund II-A, L.P. Series A Convertible Preferred Stock 2015-06-25 4 C 0 5903022 0.00 D Class B Common Stock 1475756 0 I By BV Capital GMBH & Co Beteiligungs KG No. 1 Class B Common Stock 2015-06-25 4 C 0 1475756 0.00 A Class A Common Stock 1475756 1475756 I By BV Capital GMBH & Co Beteiligungs KG No. 1 Series B Convertible Preferred Stock 2015-06-25 4 C 0 2023899 0.00 D Class B Common Stock 505975 0 I By BV Capital GMBH & Co Beteiligungs KG No. 1 Class B Common Stock 2015-06-25 4 C 0 505975 0.00 A Class A Common Stock 505975 1981731 I By BV Capital GMBH & Co Beteiligungs KG No. 1 None of the Series of Convertible Preferred Stock have expiration dates. However, each share of Convertible Preferred Stock, irrespective of its Series, converted into 0.25 shares of Class B Common Stock immediately following the effectiveness of the Registration Statement on Form S-1 relating to the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer"). The Class B Common Stock has not been registered, and is not currently expected to be registered, under the Securities Exchange Act of 1934, as amended. The securities are owned by BV Capital Fund II, L.P. ("BV II"). BV Capital GP II, LLC ("BV GP II") serves as the General Partner of BV II. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II and may be deemed to have indirect beneficial ownership of the shares held by BV II. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. 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, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the IPO of the Issuer, except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) a transfer to a "qualified recipient," as defined in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock have no expiration date. 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 Issuer'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. The securities are owned by BV Capital Fund II-A, L.P. ("BV II-A"). BV GP II serves as the General Partner of BV II-A. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II-A and may be deemed to have indirect beneficial ownership of the shares held by BV II-A. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The securities are owned by BV Capital GMBH & Co Beteiligungs KG No. 1 ("BV KG"). BV Capital Management, LLC ("BV Management") serves as the Managing Limited Partner of BV KG. As such, BV Management possesses sole voting and investment control over the shares owned by BV KG and may be deemed to have indirect beneficial ownership of the shares held by BV KG. BV Management, which is under common control with BV GP II (defined in footnote 3), owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. /s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC 2015-06-29 /s/ Mathias Schilling, Managing Member of BV Capital Management, LLC which serves as Managing Limited Partner of BV Capital GMBH & Co Beteiligungs KG No. 1 2015-06-29 /s/ Mathias Schilling, Managing Member of BV Capital Management, LLC 2015-06-29 /s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner of BV Capital Fund II, L.P. 2015-06-29 /s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner to BV Capital Fund II-A, L.P. 2015-06-29