0001209191-15-057354.txt : 20150629 0001209191-15-057354.hdr.sgml : 20150629 20150629212115 ACCESSION NUMBER: 0001209191-15-057354 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150625 FILED AS OF DATE: 20150629 DATE AS OF CHANGE: 20150629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPFOLIO INC CENTRAL INDEX KEY: 0001433195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 CASTILIAN DRIVE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8053646093 MAIL ADDRESS: STREET 1: 50 CASTILIAN DRIVE CITY: GOLETA STATE: CA ZIP: 93117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRAGONEER GLOBAL FUND II, L.P. CENTRAL INDEX KEY: 0001621298 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 15959819 BUSINESS ADDRESS: STREET 1: C/O DRAGONEER INVESTMENT GROUP, LLC STREET 2: ONE LETTERMAN DR., BLDG C, SUITE 3-950 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-539-3085 MAIL ADDRESS: STREET 1: C/O DRAGONEER INVESTMENT GROUP, LLC STREET 2: ONE LETTERMAN DR., BLDG C, SUITE 3-950 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STAD MARC CENTRAL INDEX KEY: 0001646303 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 15959818 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE, BUILDING C, SUITE 3 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dragoneer Apartment, LLC CENTRAL INDEX KEY: 0001646430 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37468 FILM NUMBER: 15959820 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING C, SUITE 3950 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-539-3085 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING C, SUITE 3950 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-06-25 0 0001433195 APPFOLIO INC APPF 0001646303 STAD MARC ONE LETTERMAN DRIVE, BUILDING C, SUITE 3-950 SAN FRANCISCO CA 94129 0 0 1 0 0001646430 Dragoneer Apartment, LLC ONE LETTERMAN DRIVE, BUILDING C, SUITE 3-950 SAN FRANCISCO CA 94129 0 0 1 0 0001621298 DRAGONEER GLOBAL FUND II, L.P. ONE LETTERMAN DRIVE, BUILDING C, SUITE 3 SAN FRANCISCO CA 94129 0 0 1 0 Class A Common Stock 2015-06-26 4 P 0 667000 12.00 A 667000 I See Footnote Class A Common Stock 2015-06-26 4 P 0 89471 13.50 A 756471 I See Footnote Class A Common Stock 2015-06-26 4 P 0 25000 12.44 A 781471 I See Footnote Class A Common Stock 2015-06-26 4 P 0 1700 13.16 A 783171 I See Footnote Class A Common Stock 2015-06-29 4 P 0 8905 13.53 A 792076 I See Footnote Series B Convertible Preferred Stock 2015-06-25 4 C 0 22273 0.00 D Class B Common Stock 22273 0 D Class B Common Stock 2015-06-25 4 C 0 22273 0.00 A Class A Common Stock 22273 22273 D Series B Convertible Preferred Stock 2015-06-25 4 C 0 1539229 0.00 D Class B Common Stock 1539229 0 I See Footnote Class B Common Stock 2015-06-25 4 C 0 1539229 0.00 A Class A Common Stock 1539229 1539229 I See Footnote Mr. 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. The 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"). 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, 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. The 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. Mr. 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. (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. /s/ Marc Stad 2015-06-29 Dragoneer Apartment, LLC, By Dragoneer Global, LLC, its manager, /s/ Pat Robertson 2015-06-29 Dragoneer Global Fund II, L.P., By Dragoneer Global GP II, LLC, its manager, /s/ Pat Robertson 2015-06-29