X0306 5 2020-12-31 0 0 0 0001433195 APPFOLIO INC APPF 0000938332 BLISS TIMOTHY K C/O IGSB, INC. 1485 EAST VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 1 0 1 0 Class B Common Stock 2020-12-21 5 G 0 15600 0.00 A Class A Common Stock 15600 37600 I See footnote Class B Common Stock 2020-12-21 5 G 0 2200 0.00 A Class A Common Stock 2200 2200 I See footnote Class B Common Stock 2020-12-21 5 G 0 17800 0.00 D Class A Common Stock 17800 537950 I By Family Trust Class B Common Stock 2020-10-02 5 G 0 1800 0.00 D Class A Common Stock 1800 677438 D Class B Common Stock Class A Common Stock 3554584 3554584 I By IGSB IVP III, LLC Class B Common Stock Class A Common Stock 993627 993627 I By IGSB Internal Venture Fund III, LLC Class B Common Stock Class A Common Stock 34016 34016 I See footnote Class B Common Stock Class A Common Stock 49016 49016 I See footnote The shares of issuer's Class B Common Stock ("Class B Shares") are convertible, on a one share-for-one share basis, into shares of issuer's Class A Common Stock ("Class A Shares"), at any time at the option of the holder. In addition, Class B Shares that are sold or otherwise transferred will convert automatically, on a one share-for-one share basis, into Class A Shares, except for (i) any transfer by a partnership or limited liability company that was a registered holder of Class B Shares prior to June 30, 2015 that is made to anyone who was a partner or member of any such partnership or limited liability company prior to June 30, 2015, and (ii) any transfer to a "qualified recipient" (as defined in AppFolio's Amended and Restated Certificate of Incorporation). (Continued from Footnote (1).) The issuer's Class B Shares do not have an expiration date. However, all of the outstanding Class B Shares will convert automatically into Class A Shares, on a one share-for-one share basis, on the date when the number of the issuer's outstanding Class B Shares represents less than 10% of the sum of its outstanding Class A and Class B Shares. These 15,600 Class B Shares were contributed, without consideration, by the Reporting Person's family trust (the "Bliss Family Trust" or the "Family Trust") to a grantor trust established for one of the Reporting Person's adult children ("Grantor Trust 1"). The Reporting Person is the trustee of Grantor Trust 1 and, therefore, may be deemed to possess sole voting and dispositive power over the Class B Shares owned by Grantor Trust 1. However, the Reporting Person is not a beneficiary of Grantor Trust 1 and does not have, and he disclaims, any pecuniary interest in the 37,600 Class B Shares held by Grantor Trust 1. These 2,200 Class B Shares were contributed, without consideration, by the Bliss Family Trust to a grantor trust established for another of the Reporting Person's adult children ("Grantor Trust 2"). The Reporting Person is the trustee of Grantor Trust 2 and may be deemed to possess sole voting and dispositive power over the Class B Shares owned by this Trust. However, the Reporting Person is not a beneficiary of Grantor Trust 2 and does not have, and he disclaims, any pecuniary interest in these Class B Shares. Reflects the effects of the following transactions on the number of Class B Shares held by the Bliss Family Trust: (i) decreases of 15,600 Class B Shares and 2,200 Class B Shares contributed by the Bliss Family Trust to Grantor Trust 1 and Grantor Trust 2, respectively, as described in footnotes (3) and (4) above; and (ii) an increase of 26,769 Class B Shares as a result of a contribution, without consideration, by the Reporting Person to the Bliss Family Trust of 26,769 Class B Shares that had been owned directly by him. These contributions did not change the number of Class B Shares that are deemed to be beneficially owned by the Reporting Person. Gives effect to (i) a donation of 1,800 Class B Shares by the Reporting Person to a charitable organization, and (ii) the contribution, referenced in footnote (5) above, by the Reporting Person of 26,769 Class B Shares to the Bliss Family Trust. These Class B Shares are owned by IGSB IVP III LLC, a private investment fund, which is managed by Investment Group of Santa Barbara LLC ("IGSB"). The Reporting Person is one of the members of IGSB and, for that reason, may be deemed to share voting and dispositive power with IGSB and its other members over these Class B Shares. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by IGSB Internal Venture Fund III LLC, a private investment fund that also is managed by IGSB. The Reporting Person is one of the members of IGSB and may be deemed to share voting and dispositive power over these Class B Shares with IGSB and its other members. However, the Reporting Person disclaims beneficial ownership of these Class B Shares, except to the extent of any pecuniary interest he may have therein. These Class B Shares are owned by another grantor trust. The Reporting Person is the trustee of that trust and, in that capacity, possesses sole voting and dispositive power over these Class B Shares. However, he is not a beneficiary of the trust and does not have and he disclaims any pecuniary interest in these Class B Shares. /s/ TIMOTHY K. BLISS, By: /s/ Kimberly Shea, Attorney-in-Fact for Timothy K. Bliss 2021-02-16