UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AppFolio, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03783C100
(CUSIP Number)
Pat Robertson
Dragoneer Investment Group, LLC
One Letterman Drive, Building C, Suite 3-950
San Francisco, CA 94129
(415) 539-3085
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Thomas Holden
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
(415) 315-6379
February 9, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 03783C100
| 1. | Names of Reporting Persons
Marc Stad | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO, PF | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
143,647 shares of Class B Common Stock | ||||
| 8. | Shared Voting Power
1,393,904 shares of Class B Common Stock
1,240,267 shares of Class A Common Stock | |||||
| 9. | Sole Dispositive Power
143,647 shares of Class B Common Stock | |||||
| 10. | Shared Dispositive Power
1,393,904 shares of Class B Common Stock
1,240,267 shares of Class A Common Stock | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,537,551 shares of Class B Common Stock
1,240,267 shares of Class A Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
29.68%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | Percentage calculations are based upon 7,821,666 issued and outstanding shares of the Issuer’s Class A common stock as of October 25, 2015, as reported in the Issuer’s quarterly report filed with the SEC on November 9, 2015, plus all Class A Shares into which the Class B Shares beneficially owned by Mr. Stad are convertible. |
2
CUSIP No. 03783C100
| 1. | Names of Reporting Persons
Dragoneer Investment Group, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,393,904 shares of Class B Common Stock
1,240,267 shares of Class A Common Stock | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,393,904 shares of Class B Common Stock
1,240,267 shares of Class A Common Stock | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,393,904 shares of Class B Common Stock
1,240,267 shares of Class A Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
28.58%2 | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| 2 | Percentage calculations are based upon 7,821,666 issued and outstanding shares of the Issuer’s Class A common stock as of October 25, 2015, as reported in the Issuer’s quarterly report filed with the SEC on November 9, 2015, plus all Class A Shares into which the Class B Shares beneficially owned by Dragoneer Investment Group, LLC are convertible. |
3
CUSIP No. 03783C100
| 1. | Names of Reporting Persons
Dragoneer Apartment, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
810,282 shares of Class B Common Stock | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
810,282 shares of Class B Common Stock | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
810,282 shares of Class B Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
9.39%3 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| 3 | Percentage calculations are based upon 7,821,666 issued and outstanding shares of the Issuer’s Class A common stock as of October 25, 2015, as reported in the Issuer’s quarterly report filed with the SEC on November 9, 2015, plus all Class A Shares into which the Class B Shares beneficially owned by Dragoneer Apartment, LLC are convertible. |
4
CUSIP No. 03783C100
| 1. | Names of Reporting Persons
Dragoneer Global Fund II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,240,267 shares of Class A Common Stock | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,240,267 shares of Class A Common Stock | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,240,267 shares of Class A Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.86%4 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 4 | Percentage calculations are based upon 7,821,666 issued and outstanding shares of the Issuer’s Class A common stock as of October 25, 2015, as reported in the Issuer’s quarterly report filed with the SEC on November 9, 2015. |
5
AMENDMENT NO. 4 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 4, 2016 and February 8 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment (“Amendment No.4”) does not modify any of the information previously reported on the Statement
| Item 3. | Source and Amount of Funds or Other Consideration. |
The information contained in Item 3 of the Schedule 13D is hereby amended to add the following:
On February 8, 2016, Dragoneer Global Fund II purchased 76,200 shares of the Issuer’s Class A Common Stock for $12.89 per share. On February 9, 2016, Dragoneer Global Fund II purchased 34,960 shares of the Issuer’s Class A Common Stock for $12.93 per share. The source of funds for the acquisition of the Class A Common Stock by Dragoneer Global Fund II was capital contributions of the partners of Dragoneer Global Fund II.
| 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 7,821,666 shares of Class A Common Stock outstanding as of October 25, 2015.
(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 143,647 shares of Class B Common Stock and may be deemed to share investment or voting power with respect to 1,240,267 shares of Class A Common Stock and 1,393,904 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 1,240,267 shares of Class A Common Stock and 1,537,551 shares of Class B Common Stock.
Dragoneer Adviser is a registered investment adviser and acts as investment manager to affiliates of Dragoneer Apartment Fund and Dragoneer Global Fund II and as a result may be deemed to share voting and dispositive power with respect to the 1,240,267 shares of Class A Common Stock held by Dragoneer Global Fund II and the 1,393,904 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 1,240,267 shares of Class A Common Stock and 1,393,904 shares of Class B Common Stock.
Dragoneer Apartment Fund holds 810,282 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 1,240,267 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.
6
Item 13 of each of the cover pages of this Statement is incorporated herein by reference.
(c)
The Reporting Persons have not effected any transactions in the Class A Common Stock in the last 60 days, other than as described in Item 3.
(d) Not applicable.
(e) Not applicable.
7
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: February 9, 2016
| Marc Stad | ||
| By: | /s/ Marc Stad | |
| DRAGONEER INVESTMENT GROUP, LLC | ||
| By: | /s/ Pat Robertson | |
| Name: | Pat Robertson | |
| Chief Operating Officer | ||
| DRAGONEER APARTMENT, LLC | ||
| By: | Dragoneer Global GP, LLC | |
| Its: | Manager | |
| By: | /s/ Pat Robertson | |
| Name: | Pat Robertson | |
| DRAGONEER GLOBAL FUND II, L.P. | ||
| By: | Dragoneer Global GP II, LLC | |
| Its: | General Partner | |
| By: | /s/ Pat Robertson | |
| Name: | Pat Robertson | |
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.
8
EXHIBIT INDEX
| Exhibit I | Agreement Regarding the Joint Filing of Schedule 13D/A, dated February 9, 2016 by and among the Reporting Persons (filed herewith). |
9
Exhibit I
AGREEMENT REGARDING
THE JOINT FILING OF SCHEDULE 13D/A
The parties listed below agree that the Schedule 13D/A to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 9, 2016
| Marc Stad | ||
| By: | /s/ Marc Stad | |
| DRAGONEER INVESTMENT GROUP, LLC | ||
| By: | /s/ Pat Robertson | |
| Name: | Pat Robertson | |
| Chief Operating Officer | ||
| DRAGONEER APARTMENT, LLC | ||
| By: | Dragoneer Global GP, LLC | |
| Its: | Manager | |
| By: | /s/ Pat Robertson | |
| Name: | Pat Robertson | |
| DRAGONEER GLOBAL FUND II, L.P. | ||
| By: | Dragoneer Global GP II, LLC | |
| Its: | General Partner | |
| By: | /s/ Pat Robertson | |
| Name: | Pat Robertson | |