AppFolio Form 4 / MAURICE J DUCA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

1. Name and Address of Reporting Person^*

DUCA MAURICE J

(Last)

(First)

(Middle)

C/O IGSB, INC.

1485 E. VALLEY ROAD, SUITE H

(Street)

SANTA BARBARA

93108

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/18/2024		S⁽¹⁾		1,108	D	$228.8⁽²⁾	3,861	I	By Family Trust
Class A Common Stock	11/18/2024		S⁽¹⁾		1,402	D	$229.54⁽³⁾	2,459	I	By Family Trust
Class A Common Stock	11/19/2024		S⁽¹⁾		1,300	D	$228.41⁽⁴⁾	1,159	I	By Family Trust
Class A Common Stock	11/19/2024		S⁽¹⁾		100	D	$229.16	1,059	I	By Family Trust
Class A Common Stock	11/20/2024		S⁽¹⁾		600	D	$228.59⁽⁵⁾	459	I	By Family Trust
Class A Common Stock	11/20/2024		S⁽¹⁾		406	D	$229.68⁽⁶⁾	53	I	By Family Trust
Class A Common Stock	11/20/2024		S⁽¹⁾		53	D	$230.46	0	I	By Family Trust
Class A Common Stock	11/20/2024		J⁽⁷⁾		30,326	D	$0	9,107	I	By Pension Trust⁽⁷⁾
Class A Common Stock	11/20/2024		J⁽⁸⁾		26,667	A	$0	26,667	I	By IGSB Cardinal I, LLC⁽⁹⁾
Class A Common Stock								9,388	D
Class A Common Stock								142,857	I	By IGSB Gaucho Fund I, LLC⁽¹⁰⁾
Class A Common Stock								9,805	I	By IGSB Cardinal Core BV, LLC⁽¹¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	11/20/2024		J⁽¹²⁾			22,028	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	22,028	$0	3,597,416	D
Class B Common Stock	$0	11/20/2024		J⁽¹⁵⁾			4,638	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	4,638	$0	144,442	I	By Family Trust
Class B Common Stock	$0	11/20/2024		J⁽¹⁶⁾		26,666		⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	26,666	$0	26,666	I	By IGSB Cardinal I, LLC⁽¹⁷⁾
Class B Common Stock	$0							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	⁽¹³⁾⁽¹⁴⁾		142,858	I	By IGSB Gaucho Fund I, LLC⁽¹⁸⁾
Class B Common Stock	$0							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	⁽¹³⁾⁽¹⁴⁾		2,536,153	I	By Pension Trust⁽¹⁹⁾
Class B Common Stock	$0							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	⁽¹³⁾⁽¹⁴⁾		4,995	I	By IGSB Cardinal Core BV, LLC⁽²⁰⁾
Class B Common Stock	$0							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	⁽¹³⁾⁽¹⁴⁾		7,022	I	By Charitable Remainder Trust⁽²¹⁾

Explanation of Responses:

1. Sales made pursuant to a 10(b)5-1 trading plan previously adopted by the Reporting Person on March 15, 2024.

2. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $228.28 to $229.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $229.32 to $229.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $228.03 to $228.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $228.14 to $229.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $229.45 to $229.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. These shares of Class A Common Stock ("Class A Shares") are held by a pension trust of which the Reporting Person is the sole trustee and who, in that capacity, possesses sole voting and sole dispositive power over these Class A Shares. However, the Reporting Person does not possess any pecuniary interest in these Class A Shares. On November 20, 2024, 30,326 of these Class A Shares were transferred for no consideration from the pension trust to a third party, which had the effect of reducing the number of Class A Shares owned by the pension trust, and over which the Reporting Person possesses beneficial ownership, to 9,107 Class A Shares.

8. These 26,667 Class A Shares were acquired by IGSB Cardinal I, LLC ("IGSB Cardinal I") in connection with the transfer of these Class A Shares from another member of IGSB Cardinal I. No consideration was paid by the Reporting Person for any of the Class A Shares.

9. The Reporting Person is the managing member of IGSB Cardinal I. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class A Shares. However, the Reporting Person disclaims beneficial ownership in these Class A Shares, except to the extent of any pecuniary interest he may have therein.

10. These Class A Shares are owned by IGSB Gaucho Fund I, LLC, a limited liability company, of which the Reporting Person is the managing member. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class A Shares. However, the Reporting Person disclaims beneficial ownership in these Class A Shares, except to the extent of any pecuniary interest he may have therein.

11. These Class A Shares are owned by IGSB Cardinal Core BV, LLC, a limited liability company, of which the Reporting Person is the managing member. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class A Shares, but he disclaims beneficial ownership in these Class A Shares, except to the extent of any pecuniary interest he may have therein.

12. These 22,028 shares of Class B Common Stock ("Class B Shares") were acquired by IGSB Cardinal I in connection with the transfer of the Class B Shares from an IRA account held by the Reporting Person. No consideration was received by the Reporting Person or his IRA for any of the Class B Shares.

13. 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).

14. (Continued from Footnote 13) 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 Shares and Class B Shares.

15. These 4,638 Class B Shares were acquired by IGSB Cardinal I in connection with the transfer of the Class B Shares from the Reporting Person's Family Trust. No consideration was received by the Reporting Person or his Family Trust for any of the Class B Shares.

16. These 26,666 Class B Shares were acquired by IGSB Cardinal I in connection with the transfer of these Class B Shares from the Reporting Person and the Reporting Person's Family Trust. No consideration was received by the Reporting Person or his Family Trust for any of the Class B Shares.

17. The Reporting Person is the managing member of IGSB Cardinal I. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class B Shares. However, the Reporting Person disclaims beneficial ownership in these Class B Shares, except to the extent of any pecuniary interest he may have therein.

18. These Class B Shares are owned by IGSB Gaucho Fund I, LLC, a limited liability company, of which the Reporting Person is the managing member. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class B Shares. However, the Reporting Person disclaims beneficial ownership in these Class B Shares, except to the extent of any pecuniary interest he may have therein.

19. These Class B Shares are held by a pension trust of which the Reporting Person is the sole trustee and who, in that capacity, possesses sole voting and sole dispositive power over these Class B Shares. However, the Reporting Person does not possess any pecuniary interest in these Class B Shares.

20. These Class B Shares are owned by IGSB Cardinal Core BV, LLC, a limited liability company, of which the Reporting Person is the managing member. In that capacity, the Reporting Person possesses sole voting and dispositive power over these Class B Shares, but he disclaims beneficial ownership over the Class B Shares, except to the extent of any pecuniary interest he may have therein.

21. These Class B Shares are held by a trust of which the Reporting Person is a co-trustee and, in that capacity, he may be deemed to share voting and dispositive power over these Class B Shares with the other trustee. However, the Reporting Person does not have a pecuniary interest in, and he disclaims beneficial ownership of, these Class B Shares.

	/s/ Kimberly Shea, Attorney-in-Fact for Maurice J. Duca	11/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

AppFolio (APPF) Form 4APPFOLIO / MAURICE J DUCA ownership change