SCHEDULE 13G
|
(Rule 13d-102)
|
Information Statement Pursuant to Rules 13d-1 and 13d-2
|
Under the Securities Exchange Act of 1934
|
(Amendment No. )*
|
|
AppFolio, Inc.
|
(Name of Issuer)
|
Class A common stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
03783C100
|
(CUSIP Number)
|
March 31, 2017
|
(Date of Event Which Requires Filing of this Statement)
|
1.
|
|
NAME OF REPORTING PERSON
Ashe Capital Management, LP
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
1,189,171
|
||
|
6.
|
|
SHARED VOTING POWER
0
|
|||
|
7.
|
|
SOLE DISPOSITIVE POWER
1,189,171
|
|||
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,171
|
||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.15% (1)
|
||||
12.
|
|
TYPE OF REPORTING PERSON
IA
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer's Principal Executive Offices:
|
Item 2(a). |
Name of Person Filing:
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
|
[ ]
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
|
[ ]
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
|
[ ]
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
|
[ ]
|
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
|
[X]
|
|
An investment adviser in accordance with § 13d-1(b)(1)(ii)(E).
|
(f)
|
|
[ ]
|
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
|
(g)
|
|
[ ]
|
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
|
(h)
|
|
[ ]
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
(i)
|
|
[ ]
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
(j)
|
|
[ ]
|
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
(k)
|
|
[ ]
|
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
|
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Item 4. |
Ownership.
|
(1)
|
Based on a total of 11,720,831 shares of Class A common stock of the Company outstanding as of February 16, 2017, as reported in the Company's Annual Report on Form 10-K filed with the Commission on February 27, 2017.
|
(i)
|
Sole power to vote or to direct the vote: 1,189,171
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 1,189,171
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
ASHE CAPITAL MANAGEMENT, LP
|
|||
By:
|
/s/ William R. Harker
|
||
Name:
Title:
|
William R. Harker
Co-Founder and President
|