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Filing Details

Accession Number:: 0001209191-15-057354
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-29 21:21:15
Reporting Period:: 2015-06-25

Filing Date:: 2015-06-29
Accepted Time:: 2015-06-29 21:21:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1433195	Appfolio Inc	APPF	Services-Prepackaged Software (7372)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1621298	Dragoneer Global Fund Ii, L.p.	One Letterman Drive, Building C, Suite 3 San Francisco CA 94129	No	No	Yes	No
1646303	Marc Stad	One Letterman Drive, Building C, Suite 3-950 San Francisco CA 94129	No	No	Yes	No
1646430	Dragoneer Apartment, Llc	One Letterman Drive, Building C, Suite 3-950 San Francisco CA 94129	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-06-26	667,000	$12.00	667,000	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-06-26	89,471	$13.50	756,471	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-06-26	25,000	$12.44	781,471	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-06-26	1,700	$13.16	783,171	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2015-06-29	8,905	$13.53	792,076	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2015-06-25	22,273	$0.00	22,273	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2015-06-25	22,273	$0.00	22,273	$0.00
Class B Common Stock	Series B Convertible Preferred Stock	Disposition	2015-06-25	1,539,229	$0.00	1,539,229	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2015-06-25	1,539,229	$0.00	1,539,229	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
22,273	No	4	C	Direct
0	No	4	C	Indirect
1,539,229	No	4	C	Indirect

Footnotes

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.