SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

AppFolio, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

03783C100

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

   
*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 the disclosures provided in a prior cover page. 

The information required in 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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

Explanatory Note: This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13G initially filed on December 30, 2015, as amended by that Schedule 13G/A filed on August 24, 2016.  Amendment No. 2 is being filed pursuant to Rule 13d-2(d) of the Exchange Act to reflect changes in the beneficial ownership of the Reporting Person (as defined below).  Specifically, the Reporting Person’s beneficial ownership has been reduced to be less than 5% (see Item 5).

Item 1(a).	Name of Issuer:
	AppFolio, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	50 Castilian Drive
	Goleta, CA 93117
Item 2(a).	Name of Person Filing:
	This Amendment No. 2 is being jointly filed by Clarity Ventures, L.P. (“Clarity LP”), Meadowridge Ventures, L.P. (“Meadowridge”), and Clarity Ventures, Inc. (“Clarity GP” and together with Clarity LP and Meadowridge, the “Entities”); the Steven L. Karan Revocable Trust dated the 29th day of October, 2014 (“Karan Trust”) and the Hughes Family Trust dated 8/7/03 (“HFT” and together with the Karan Trust, the “Trusts”); and Steven L. Karan and Jason F. Hughes (collectively, the “Individuals” and together with the Entities and the Trusts, the “Reporting Persons”) with respect to shares of Class A Common Stock, par value $0.0001 of AppFolio, Inc.
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	The address of the principal business office of the Reporting Persons is:
	1482 East Valley Road, Suite 300
	Santa Barbara, CA 93108.
Item 2(c).	Citizenship:
	Clarity LP and Meadowridge are Delaware limited partnerships. Clarity GP is a Delaware corporation. The Trusts are organized in California. The Individuals are citizens of the United States of America.
Item 2(d).	Title of Class of Securities:
	Class A Common stock, par value $0.0001.
Item 2(e).	CUSIP Number:
	03783C100
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

Item 4.

Ownership.

The Steven L. Karan Revocable Trust dated the 29th day of October, 2014 beneficially owns 26,915 shares of the Issuer’s Class A Common Stock, par value $0.0001 (“Class A Shares”), and 530,739 shares of the Issuer’s Class B Common Stock, par value 0.0001 per share (“Class B Shares”). The Hughes Family Trust dated 8/7/03 beneficially owns 1,910 Class A Shares and 43,354 Class B Shares. Class B Shares are immediately convertible into Class A Shares, which necessitates that the Class B Shares owned by the Reporting Persons be included in the calculation of the Reporting Persons’ beneficial ownership of Class A Shares. Steven L. Karan and Jason Hughes may each be deemed to share beneficial ownership of the Class A Shares and the Class B Shares that are owned by their respective trusts. The percentage ownership for each of the Reporting Persons is based on 11,607,587 Class A Shares issued and outstanding on October 21, 2016, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2016, filed by the Issuer with the U.S. Securities and Exchange Commission on November 7, 2016, and (ii) the Reporting Person’s books and records related to transactions in the Issuer’s Class A Common Stock since October 21, 2016.

  

By virtue of the understandings between them, the Reporting Persons may be deemed to have formed a “group” as defined in Rule 13d-5(b)(1). Collectively, the “group” may be deemed to have voting and dispositive power over a combined 4.94% of the Class A Shares, which percentage accounts for the Class B Shares held by the Reporting Persons.

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: February 14, 2017

	Clarity Ventures, L.P.
	By: Clarity Ventures, Inc., General Partner
	By: /s/ Steven L. Karan
	Name: Steven L. Karan
	Title: President

	Clarity Ventures, Inc.
	By: /s/ Steven L. Karan
	Name: Steven L. Karan
	Title: President

	Individuals
	/s/ Steven L. Karan
	Steven L. Karan
	/s/ Jason F. Hughes
	Jason F. Hughes

 

 

 

 

 

 

 

 

[Signature page to Schedule 13G]

 

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