X0306 4 2020-07-01 0 0001433195 APPFOLIO INC APPF 0000938332 BLISS TIMOTHY K C/O IGSB, INC. 1485 E. VALLEY ROAD, SUITE H SANTA BARBARA CA 93108 1 0 1 0 Class B Common Stock 0.00 2020-07-01 4 J 0 300691 0.00 D Class A Common Stock 300691 3554584 I By IGSB IVP III, LLC Class B Common Stock 0.00 2020-07-01 5 J 0 E 28569 0.00 A Class A Common Stock 28569 706007 D Class B Common Stock 0.00 Class A Common Stock 993627 I By IGSB Internal Venture Fund III, LLC Class B Common Stock 0.00 Class A Common Stock 528981 I By Family Trust Class B Common Stock 0.00 Class A Common Stock 34016 I See footnote Class B Common Stock 0.00 Class A Common Stock 22000 I See footnote Class B Common Stock 0.00 Class A Common Stock 49016 I See footnote On July 1, 2020, the investors in one of the investment funds of IGSB IVP III, LLC ("IVP III") approved its distribution of all 300,691 shares of AppFolio Class B Common Stock ("Class B Shares") then held in that investment fund, pro-rata to the investors. No consideration was paid by any of the investors for the respective Class B Shares distributed to them. Each Class B Share is convertible, at any time at the option of the holder, into one Class A Share. 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 2) AppFolio'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 Company's outstanding Class B Shares represents less than 10% of the sum of AppFolio's outstanding Class A and Class B Shares. These Class B Shares are owned by IVP III, 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. The Reporting Person received 28,569 Class B Shares from the pro-rata distribution of 300,691 Class B Shares from an investment fund of IVP III to its investors (See footnote 1 above). No consideration was paid by the Reporting Person or any of the other investors for the respective Class B Shares distributed to them from that investment fund. The distribution of those 28,569 Class B Shares changed only the form of the Reporting Person's beneficial ownership of those Shares from indirect to direct. 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 a 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. 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. Timothy K. Bliss, By: /s/ Kimberly Shea, Attorney-in-Fact for Timothy K. Bliss 2020-07-06