UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

 

AppFolio, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03783C100

(CUSIP Number)

Pat Robertson

Dragoneer Investment Group, LLC

One Letterman Drive, Building D, Suite M500

San Francisco, CA 94129

(415) 539-3085

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Thomas Holden

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

(415) 315-2355

August 10, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 03783C100

 

1.		Names of Reporting Persons   Marc Stad
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO, PF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   61,682 shares of Class A Common Stock
				8.		Shared Voting Power   1,273,003 shares of Class A Common Stock
				9.		Sole Dispositive Power   61,682 shares of Class A Common Stock
				10.		Shared Dispositive Power   1,273,003 shares of Class A Common Stock
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,334,685 shares of Class A Common Stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row 11   9.61%1
14.		Type of Reporting Person (See Instructions)   IN

 

1

Percentage calculations are based upon 13,406,739 issued and outstanding shares of the Issuer’s Class A common stock as of July 24, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 7, 2017, plus 479,004 shares of Class B Common Stock converted to shares of Class A Common Stock by the Dragoneer Entities and Mr. Stad.

 

2

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CUSIP No. 03783C100

 

1.		Names of Reporting Persons   Dragoneer Investment Group, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   1,273,003 shares of Class A Common Stock
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   1,273,003 shares of Class A Common Stock
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,273,003 shares of Class A Common Stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row 11   9.17%2
14.		Type of Reporting Person (See Instructions)   IA

 

2

Percentage calculations are based upon 13,406,739 issued and outstanding shares of the Issuer’s Class A common stock as of July 24, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 7, 2017, plus 479,004 shares of Class B Common Stock converted to shares of Class A Common Stock by the Dragoneer Entities and Mr. Stad.

 

3

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CUSIP No. 03783C100

 

1.		Names of Reporting Persons   Dragoneer Apartment, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   298,876 shares of Class A Common Stock
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   298,876 shares of Class A Common Stock
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   298,876 shares of Class A Common Stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row 11   2.15%3
14.		Type of Reporting Person (See Instructions)   OO

 

3

Percentage calculations are based upon 13,406,739 issued and outstanding shares of the Issuer’s Class A common stock as of July 24, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 7, 2017, plus 479,004 shares of Class B Common Stock converted to shares of Class A Common Stock by the Dragoneer Entities and Mr. Stad.

 

4

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CUSIP No. 03783C100

 

1.		Names of Reporting Persons   Dragoneer Global Fund II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   758,856 shares of Class A Common Stock
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   758,856 shares of Class A Common Stock
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   758,856 shares of Class A Common Stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row 11   5.47%4
14.		Type of Reporting Person (See Instructions)   PN

 

4

Percentage calculations are based upon 13,406,739 issued and outstanding shares of the Issuer’s Class A common stock as of July 24, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 7, 2017, plus 479,004 shares of Class B Common Stock converted to shares of Class A Common Stock by the Dragoneer Entities and Mr. Stad.

 

5

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AMENDMENT NO. 13 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons with respect to the Common Stock of the Issuer on July 6, 2015, as amended on January 15, 2016, February 5, 2016, February 8, 2016, February 11, 2016, March 7, 2016, May 18, 2016, November 15, 2016, March 28, 2017, June 14, 2017, July 10, 2017, July 31, 2017 and August 9, 2017 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment (“Amendment No. 13”) does not modify any of the information previously reported on the Statement.

 

Item 3.

Source and Amount of Funds or Other Considerations.

The information contained in Item 3 of the Schedule 13D is hereby amended to add the following:

Effective August 9, 2017, Marc Stad converted 31,210 shares of the Issuer’s Class B Common Stock into an equal number of shares of Class A Common Stock, Dragoneer Apartment Fund converted 260,305 shares of the Issuer’s Class B Common Stock into an equal number of shares of Class A Common Stock and certain other funds and managed accounts associated with the Dragoneer Entities and Marc Stad converted 187,489 shares of the Issuer’s Class B Common Stock into an equal number of shares of Class A Common Stock. On August 9, 2017, Marc Stad sold 1,155 and 1,072 shares of the Issuer’s Class A Common Stock for $36.70 and $36.80 per share, respectively, Dragoneer Global Fund II sold 14,214 and 13,190 shares of the Issuer’s Class A Common Stock for $36.70 and $36.80 per share, respectively, Dragoneer Apartment Fund sold 5,598 and 5,196 shares of the Issuer’s Class A Common Stock for $36.70 and $36.80 per share, respectively, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 4,033 and 3,742 shares of the Issuer’s Class A Common Stock for $36.70 and $36.80 per share, respectively.

On August 10, 2017, Marc Stad sold 6,933 shares of the Issuer’s Class A Common Stock for $36.00 per share, Dragoneer Global Fund II sold 85,285 shares of the Issuer’s Class A Common Stock for $36.00 per share, Dragoneer Apartment Fund sold 33,590 shares of the Issuer’s Class A Common Stock for $36.00 per share, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 24,192 shares of the Issuer’s Class A Common Stock for $36.00 per share.

On August 11, 2017, Marc Stad sold 2,311 shares of the Issuer’s Class A Common Stock for $36.00 per share, Dragoneer Global Fund II sold 28,429 shares of the Issuer’s Class A Common Stock for $36.00 per share, Dragoneer Apartment Fund sold 11,196 shares of the Issuer’s Class A Common Stock for $36.00 per share, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 8,064 shares of the Issuer’s Class A Common Stock for $36.00 per share.

 

Item 5.

Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b)

The beneficial ownership of Common Stock by each person named in Item 2 above is as follows:

Mr. Stad has sole investment and voting power with respect to 61,682 shares of Class A Common Stock and may be deemed to share investment or voting power with respect to 1,273,003 shares of Class A Common Stock held by the Dragoneer Entities and certain other managed accounts. In aggregate, Mr. Stad may be deemed to beneficially own 1,334,685 shares of Class A Common Stock.

 

6

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Dragoneer Adviser is a registered investment adviser and acts as investment manager to Dragoneer Apartment Fund, Dragoneer Global Fund II and certain other managed accounts and as a result may be deemed to share voting and dispositive power with respect to the 758,856 shares of Class A Common Stock held by Dragoneer Global Fund II and the 514,147 shares of Class A Common Stock held by Dragoneer Apartment Fund and certain other managed accounts. In aggregate, Dragoneer Adviser may be deemed to beneficially own 1,273,003 shares of Class A Common Stock.

Dragoneer Apartment Fund holds 298,876 shares of Class A Common Stock (the “Dragoneer Apartment shares”) and may be deemed to share voting and dispositive power with respect to such shares. As the manager of Dragoneer Apartment Fund, Dragoneer Global GP may also be deemed to share voting and dispositive power with respect to the Dragoneer Apartment shares.

Dragoneer Global Fund II holds 758,856 shares of Class A Common Stock (the “Dragoneer Global Fund II shares”) and may be deemed to share voting and dispositive power with respect to such shares. As the general partner of Dragoneer Global Fund II, Dragoneer Global GP II may also be deemed to share voting and dispositive power with respect to the Dragoneer Global Fund II shares.

Item 13 of each of the cover pages of this Statement is incorporated herein by reference.

 

(c)

The Reporting Persons have not effected any transactions in the Class A Common Stock since the filing of Amendment No. 12 to the Schedule 13D, other than as described in Item 3.

(d) Not applicable.

(e) Not applicable.

 

7

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 11, 2017

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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