SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WILSON ANN M

(Last)

(First)

(Middle)

50 CASTILIAN DR

(Street)

SANTA BARBARA

93117

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2021

3. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	6,568⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Includes (i) 1,789 time-based restricted stock units (RSUs), 100% of which will vest on June 10, 2021, (ii) 1,661 performance-based restricted stock units (PSUs) granted in December 2018, 100% of which will vest, if earned, on or around March 1, 2022 subject to the satisfaction of certain performance criteria, (iii) 932 PSUs granted in December 2019, 100% of which will vest, if earned, on or around March 1, 2023 subject to the satisfaction of certain performance criteria, (iv) 364 PSUs granted in January 2021, 100% of which will vest, if earned, on or around March 1, 2024 subject to the satisfaction of certain performance criteria, and (v) 364 RSUs which vest over four years with 25% of the restricted stock units vesting annually beginning on February 10, 2022. All RSUs and PSUs are settled in the Class A Common Stock.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney for Ann M Wilson, GRAPHIC Power of Attorney for AMW

	/s/ Matthew Mazza as Attorney-in-Fact for Ann M Wilson	06/14/2021
	** Signature of Reporting Person	Date
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 5 (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.