APPF AppFolio Inc

CUSIP No. 03783C100

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CUSIP No. 03783C100

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CUSIP No. 03783C100

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CUSIP No. 03783C100

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AMENDMENT NO. 12 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 and July 31, 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. 12”) 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:

On August 1, 2017, Marc Stad sold 1,155 shares of the Issuer’s Class A Common Stock for $34.90 per share, Dragoneer Global Fund II sold 14,214 shares of the Issuer’s Class A Common Stock for $34.90 per share, Dragoneer Apartment Fund sold 5,598 shares of the Issuer’s Class A Common Stock for $34.90 per share, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 4,033 shares of the Issuer’s Class A Common Stock for $34.90 per share.

On August 3, 2017, Marc Stad sold 2,311 and 1,054 shares of the Issuer’s Class A Common Stock for $34.20 and $34.24 per share, respectively, Dragoneer Global Fund II sold 28,429 and 12,963 shares of the Issuer’s Class A Common Stock for $34.20 and $34.24 per share, respectively, Dragoneer Apartment Fund sold 11,196 and 5,106 shares of the Issuer’s Class A Common Stock for $34.20 and $34.24 per share, respectively, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 8,064 and 3,677 shares of the Issuer’s Class A Common Stock for $34.20 and $34.24 per share, respectively.

On August 4, 2017, Marc Stad sold 12,940 shares of the Issuer’s Class A Common Stock for $34.00 per share, Dragoneer Global Fund II sold 159,199 shares of the Issuer’s Class A Common Stock for $34.00 per share, Dragoneer Apartment Fund sold 62,700 shares of the Issuer’s Class A Common Stock for $34.00 per share, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 45,161 shares of the Issuer’s Class A Common Stock for $34.00 per share.

On August 8, 2017, Marc Stad sold 2,311, 4,621 and 3,388 shares of the Issuer’s Class A Common Stock for $38.02, $38.03 and $38.06 per share, respectively, Dragoneer Global Fund II sold 28,427, 56,858 and 41,675 shares of the Issuer’s Class A Common Stock for $38.02, $38.03 and $38.06 per share, respectively, Dragoneer Apartment Fund sold 11,198, 22,392 and 16,414 shares of the Issuer’s Class A Common Stock for $38.02, $38.03 and $38.06 per share, respectively, and certain other funds and managed accounts associated with the Dragoneer Entities and Mr. Stad sold 8,064, 16,129 and 11,823 shares of the Issuer’s Class A Common Stock for $38.02, $38.03 and $38.06 per share, respectively.

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:

Pursuant to Rule 13d-3(d)(1), all Class B Common Stock (which are convertible into Class A Common Stock) held by the Reporting Persons were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A Common Stock beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A Common Stock owned by such person. Consequently, all Class A Common Stock amounts and percentages have been determined by including the Class B Common Stock held by such Reporting Persons. The percentages of ownership set forth below are based on 13,406,739 shares of Class A Common Stock outstanding as of July 24, 2017.

(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 41,943 shares of Class A Common Stock and 31,210 shares of Class B Common Stock and may be deemed to share investment or voting power with respect to 1,061,938 shares of Class A Common Stock and 447,794 shares of Class B Common Stock held by the Dragoneer Entities and certain other managed accounts. In aggregate, Mr. Stad may be deemed to beneficially own 1,103,881 shares of Class A Common Stock and 479,004 shares of Class B Common Stock.

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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 899,974 shares of Class A Common Stock held by Dragoneer Global Fund II and the 161,964 shares of Class A Common Stock and the 447,794 shares of Class B Common Stock held by Dragoneer Apartment Fund and certain other managed accounts. In aggregate, Dragoneer Adviser may be deemed to beneficially own 1,061,938 shares of Class A Common Stock and 447,794 shares of Class B Common Stock.

Dragoneer Apartment Fund holds 94,151 shares of Class A Common Stock and 260,305 shares of Class B 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 899,974 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.

The Reporting Persons have not effected any transactions in the Class A Common Stock since the filing of Amendment No. 11 to the Schedule 13D, other than as described in Item 3.

(d) Not applicable.

(e) Not applicable.

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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 8, 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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