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APPFOLIO INC

Date Filed : Nov 13, 2024

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SEC FORM 4SEC Form 4
FORM 4UNITED 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
Estimated average burden
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).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mazza Matthew S
(Last)(First)(Middle)
70 CASTILIAN DR
(Street)
SANTA BARBARACA93117
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock11/10/2024F470(1)D$228.239,510D
Class A Common Stock11/10/2024F366(2)D$228.239,144D
Class A Common Stock11/10/2024F206(3)D$228.238,938D
Class A Common Stock11/10/2024F170(4)D$228.238,768D
Class A Common Stock11/10/2024F117(5)D$228.238,651D
Class A Common Stock11/10/2024F3,906(6)D$228.234,745D
Class A Common Stock11/11/2024S926(7)D$229.0433,819D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on November 10, 2024 of the performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on December 13, 2021 pursuant to the Issuer's 2015 Stock Incentive Plan.
2. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on November 10, 2024 of the PSUs previously granted to the Reporting Person on January 25, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.
3. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on November 10, 2024 of the time-based restricted stock units ("RSUs") previously granted to the Reporting Person on December 13, 2021 pursuant to the Issuer's 2015 Stock Incentive Plan.
4. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on November 10, 2024 of the RSUs previously granted to the Reporting Person on January 24, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.
5. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on November 10, 2024 of the RSUs previously granted to the Reporting Person on January 23, 2024 pursuant to the Issuer's 2015 Stock Incentive Plan.
6. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligation of the Reporting Person arising in connection with the vesting on November 10, 2024 of the RSUs previously granted to the Reporting Person on October 27, 2021 pursuant to the Issuer's 2015 Stock Incentive Plan.
7. Consists of Class A Common Stock sold pursuant to a plan adopted by the Reporting Person on or around May 16, 2024.
Remarks:
/s/ Matthew S Mazza11/12/2024
** Signature of Reporting PersonDate
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.
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