Edgar Filing: APPFOLIO INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BV Capital GP II, LLC

2. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [APPF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O E.VENTURES, 600 MONTGOMERY STREET, 43RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2015

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

06/25/2015

4,499,300

⁽¹⁾

Class B Common Stock

1,124,825

$ 0

By BV Capital Fund II, L.P. ⁽²⁾

Class B Common Stock

⁽³⁾ ⁽⁴⁾

06/25/2015

1,124,825

⁽³⁾⁽⁴⁾

Class A Common Stock

1,124,825

$ 0

1,124,825

By BV Capital Fund II, L.P. ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

06/25/2015

1,542,621

⁽¹⁾

Class B Common Stock

385,656

$ 0

By BV Capital Fund II, L.P. ⁽²⁾

Class B Common Stock

⁽³⁾ ⁽⁴⁾

06/25/2015

385,656

⁽³⁾⁽⁴⁾

Class A Common Stock

385,656

$ 0

1,510,481

By BV Capital Fund II, L.P. ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

06/25/2015

888,676

⁽¹⁾

Class B Common Stock

222,169

$ 0

By BV Capital Fund II-A, L.P. ⁽⁵⁾

Class B Common Stock

⁽³⁾ ⁽⁴⁾

06/25/2015

222,169

⁽³⁾⁽⁴⁾

Class A Common Stock

222,169

$ 0

1,732,650

By BV Capital Fund II-A, L.P. ⁽⁵⁾

Series B Convertible Preferred Stock

⁽¹⁾

06/25/2015

304,690

⁽¹⁾

Class B Common Stock

76,173

$ 0

By BV Capital Fund II-A, L.P. ⁽⁵⁾

Class B Common Stock

⁽³⁾ ⁽⁴⁾

06/25/2015

76,173

⁽³⁾⁽⁴⁾

Class A Common Stock

76,173

$ 0

1,808,823

By BV Capital Fund II-A, L.P. ⁽⁵⁾

Series A Convertible Preferred Stock

⁽¹⁾

06/25/2015

5,903,022

⁽¹⁾

Class B Common Stock

1,475,756

$ 0

By BV Capital GMBH & Co Beteiligungs KG No. 1 ⁽⁶⁾

Class B Common Stock

⁽³⁾ ⁽⁴⁾

06/25/2015

1,475,756

⁽³⁾⁽⁴⁾

Class A Common Stock

1,475,756

$ 0

1,475,756

By BV Capital GMBH & Co Beteiligungs KG No. 1 ⁽⁶⁾

Series B Convertible Preferred Stock

⁽¹⁾

06/25/2015

2,023,899

⁽¹⁾

Class B Common Stock

505,975

$ 0

By BV Capital GMBH & Co Beteiligungs KG No. 1 ⁽⁶⁾

Class B Common Stock

⁽³⁾ ⁽⁴⁾

06/25/2015

505,975

⁽³⁾⁽⁴⁾

Class A Common Stock

505,975

$ 0

1,981,731

By BV Capital GMBH & Co Beteiligungs KG No. 1 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BV Capital GP II, LLC C/O E.VENTURES 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111		X
BV Capital Gmbh & Co Beteiligungs KG No. 1 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111		X
BV Capital Management, LLC 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111		X
BV Capital Fund II, L.P. 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111		X
BV Capital Fund II-A, L.P. 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111		X

Signatures

/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC		06/29/2015
^**Signature of Reporting Person		Date
/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		06/29/2015
^**Signature of Reporting Person		Date
/s/ Mathias Schilling, Managing Member of BV Capital Management, LLC		06/29/2015
^**Signature of Reporting Person		Date
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner of BV Capital Fund II, L.P.		06/29/2015
^**Signature of Reporting Person		Date
/s/ Mathias Schilling, Managing Member of BV Capital GP II, LLC which serves as General Partner to BV Capital Fund II-A, L.P.		06/29/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.

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