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