SEC Form 4 · accession 0001209191-17-048651

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

Aug 9, 2017

Accepted (ET)

Aug 11, 2017 · 5:47 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	Aug 9, 2017	C	31,210	$0.00	A	73,153	D
Class A Common Stock^F2,F3,F4	Aug 9, 2017	C	447,794	$0.00	A	1,509,732	I	Refer to Footnote
Class A Common Stock	Aug 9, 2017	S	1,155	$36.70	D	71,998	D
Class A Common Stock^F3,F5	Aug 9, 2017	S	23,845	$36.70	D	1,485,887	I	Refer to Footnote
Class A Common Stock	Aug 9, 2017	S	1,072	$36.80	D	70,926	D
Class A Common Stock^F3,F5	Aug 9, 2017	S	22,128	$36.80	D	1,463,759	I	Refer to Footnote
Class A Common Stock	Aug 10, 2017	S	6,933	$36.00	D	63,993	D
Class A Common Stock^F3,F5	Aug 10, 2017	S	143,067	$36.00	D	1,320,692	I	Refer to Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F6	—	Aug 9, 2017	C	31,210	D	—	—	Class B Common Stock	31,210	0	D
Class B Common Stock^F3,F4,F2,F6	—	Aug 9, 2017	C	447,794	D	—	—	Class B Common Stock	447,794	0	I

Explanation of responses

F1Each 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. Effective August 9, 2017, 31,210 shares of Class B Common Stock were voluntarily converted by Mr. Stad into an equal number of shares of Class A Common Stock of the issuer.
F2Each 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. Effective August 9, 2017, the Dragoneer Entities (as defined below) voluntarily converted 447,794 shares of Class B Common Stock (of which Dragoneer Apartment Fund (as defined below) held 260,305 shares) into an equal number of shares of Class A Common Stock of the issuer.
F3Mr. Stad is the managing member of Dragoneer Global GP, LLC ("Dragoneer GP"), Dragoneer Global GP II, LLC ("Global GP II"), and Dragoneer Investment Group, LLC ("Dragoneer Adviser"). Dragoneer GP is the manager of Dragoneer Apartment, LLC ("Dragoneer Apartment Fund") and Global GP II is the general partner of Dragoneer Global Fund II, L.P. ("Dragoneer Global Fund II" and, together with Dragoneer GP, Dragoneer Adviser, Dragoneer Apartment Fund, and Global GP II, the "Dragoneer Entities"). By virtue of the foregoing relationships, Mr. Stad and each of the Dragoneer Entities may be deemed to share beneficial ownership of some or all of the securities reported above. 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.
F4The securities reported in the table above as having converted from Class B Common Stock to Class A Common Stock are held by Dragoneer Apartment Fund and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad.
F5Certain Dragoneer Entities and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold shares of Class A Common Stock reported in the table above. On August 9, 2017 and August 10, 2017, respectively, Dragoneer Global Fund II sold 27,404 and 85,285 shares of Class A Common Stock, Dragoneer Apartment Fund sold 10,794 and 33,590 shares of Class A Common Stock, and certain other funds and managed accounts associted with the Dragoneer Entities and Mr. Stad sold 7,775 and 24,192 shares of Class A Common Stock.
F6The shares of Class B Common Stock have no expiration date. However, all outstanding shares of Class B Common Stock 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.