SEC Form 4 · accession 0001209191-15-057354

APPFOLIO INC · APPF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

DRAGONEER GLOBAL FUND II, L.P.

10% Owner

Marc Stad

10% Owner

Dragoneer Apartment, LLC

10% Owner

Period of report

Jun 25, 2015

Accepted (ET)

Jun 29, 2015 · 9:21 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001433195

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jun 26, 2015	P	667,000	$12.00	A	667,000	I	See Footnote
Class A Common Stock^F1	Jun 26, 2015	P	89,471	$13.50	A	756,471	I	See Footnote
Class A Common Stock^F1	Jun 26, 2015	P	25,000	$12.44	A	781,471	I	See Footnote
Class A Common Stock^F1	Jun 26, 2015	P	1,700	$13.16	A	783,171	I	See Footnote
Class A Common Stock^F1	Jun 29, 2015	P	8,905	$13.53	A	792,076	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Convertible Preferred Stock^F2,F3,F4	—	Jun 25, 2015	C	22,273	D	—	—	Class B Common Stock	22,273	0	D
Class B Common Stock^F3,F4	—	Jun 25, 2015	C	22,273	A	—	—	Class A Common Stock	22,273	22,273	D
Series B Convertible Preferred Stock^{F5,F6,F2,F3,F4}	—	Jun 25, 2015	C	1,539,229	D	—	—	Class B Common Stock	1,539,229	0	I
Class B Common Stock^F5,F6,F3,F4	—	Jun 25, 2015	C	1,539,229	A	—	—	Class A Common Stock	1,539,229	1,539,229	I

Explanation of responses

F1Mr. Stad is the managing member of Dragoneer Global GP II, LLC ("Global GP II"), which is the general partner of Dragoneer Global Fund II, L.P. ("Dragoneer Global Fund II"), which acquired the 792,076 shares of Class A Common Stock reported in the table above.
F2The shares of Series B Convertible Preferred Stock have no expiration date. Each share of Series B Convertible Preferred Stock, converted into shares of Class B Common Stock in connection with the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer").
F3Each 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, 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.
F4The shares of Class B Common Stock have no expiration date. However, 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.
F5Mr. Stad is the managing member of Dragoneer Global GP, LLC ("Dragoneer GP") and Dragoneer Investment Group, LLC ("Dragoneer Adviser"), a registered investment adviser. Dragoneer GP is the manager of Dragoneer Apartment, LLC ("Dragoneer Apartment Fund" and, together with Dragoneer GP, Dragoneer Adviser, Dragoneer Global Fund II and Global GP II, the "Dragoneer Entities"). The securities reported in the table above as having converted from Series B Preferred Stock to Class B Common Stock are held by Dragoneer Apartment Fund, Mr. Stad and certain other funds and managed accounts associated with the Dragoneer Entities and Marc Stad. By virtue of the foregoing relationships and the relationships described in footnote (2), Mr. Stad and each of the Dragoneer Entities may be deemed to share beneficial ownership of the securities reported in the table above.
F6(Continued from Footnote 5) Mr. Stad and each of the Dragoneer Entities disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.