Sec Form 4 Filing - STAD MARC @ APPFOLIO INC - 2017-07-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
STAD MARC
2. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING D, SUITE M500
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2017
(Street)
SAN FRANCISCO, CA94129
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/21/2017 S 2,311 D $ 35.24 74,344 D
Class A Common Stock 07/21/2017 S 47,689 D $ 35.24 1,730,637 I ( 1 ) ( 2 ) Refer to Footnote ( 1 ) ( 2 )
Class A Common Stock 07/25/2017 S 1,155 D $ 35 73,189 D
Class A Common Stock 07/25/2017 S 23,845 D $ 35 1,706,792 I ( 1 ) ( 2 ) Refer to Footnote ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STAD MARC
ONE LETTERMAN DRIVE
BUILDING D, SUITE M500
SAN FRANCISCO, CA94129
X
DRAGONEER GLOBAL FUND II, L.P.
ONE LETTERMAN DRIVE
BUILDING D, SUITE M500
SAN FRANCISCO, CA94129
X
Dragoneer Apartment, LLC
1 LETTERMAN DRIVE
BUILDING D, SUITE M500
SAN FRANCISCO, CA94129
X
Signatures
/s/Marc Stad 07/25/2017
Signature of Reporting Person Date
Dragoneer Global Fund II, L.P., By Dragoneer Global GP II, LLC, its general partner, /s/Pat Robertson 07/25/2017
Signature of Reporting Person Date
Dragoneer Apartment, LLC, By Dragoneer Global, LLC, its manager, /s/Pat Robertson 07/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. 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") which, along with 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 July 21, 2017 and July 25, 2017, respectively, Dragoneer Global Fund II sold 28,429 and 14,214 shares of Class A Common Stock, Dragoneer Apartment Fund sold 11,196 and 5,598 shares of Class A Common Stock, and certain other funds and managed accounts sold 8,064 and 4,033 shares of Class A Common Stock.
( 2 )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.

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