UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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AppFolio, Inc.
(Name of Issuer)
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Class A Common Stock
(Title of Class of Securities)
03783C100
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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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.
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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
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1.
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Names of Reporting Persons
William E. Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
312,397 (1)
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6.
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Shared Voting Power
856,392 (2)
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7.
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Sole Dispositive Power
312,397 (1)
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8.
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Shared Dispositive Power
856,392 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,168,789
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
7.3% (3)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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These shares are held in William E. Oberndorf’s Individual Retirement Account, which is self-directed.
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| (2) |
Of these shares, 70,616 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as a controlling person of the Bill & Susan
Oberndorf Foundation, 768,886 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as the sole controlling person of Oberndorf Investments LLC, 10,700 shares may be deemed to be beneficially owned
by William E. Oberndorf solely in his capacity as an authorized signatory for the account of Peter C. Oberndorf, 30 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory
for the account of Caroline G. Oberndorf and 6,160 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of William Oberndorf.
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Based on 16,110,969 shares of Class A common stock outstanding as of October 22, 2018.
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2
CUSIP No. 03783C100
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1.
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Names of Reporting Persons
Bill & Susan Oberndorf Foundation
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
California
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
70,616 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
70,616 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
70,616
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.4% (2)
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12.
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Type of Reporting Person (See Instructions)
(CO)
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_______________
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Power is exercised through its two directors, William E. Oberndorf and Susan C. Oberndorf.
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| (2) |
Based on 16,110,969 shares of Class A common stock outstanding as of October 22, 2018.
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CUSIP No. 03783C100
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1.
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Names of Reporting Persons
Oberndorf Investments LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
768,886 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
768,886 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
768,886
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
4.8% (2)
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12.
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Type of Reporting Person (See Instructions)
(OO) – limited liability company
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_______________
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Power is exercised through William E. Oberndorf as the sole member of the manager of Oberndorf Investments LLC.
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Based on 16,110,969 shares of Class A common stock outstanding as of October 22, 2018.
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CUSIP No. 03783C100
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1.
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Names of Reporting Persons
Peter C. Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
850 (1)
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6.
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Shared Voting Power
10,700 (2)
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7.
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Sole Dispositive Power
850 (1)
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8.
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Shared Dispositive Power
10,700 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,550
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.1% (3)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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These shares are held in Peter C. Oberndorf’s Individual Retirement Account, which is self-directed.
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| (2) |
William E. Oberndorf is an authorized signatory for the account of Peter C. Oberndorf.
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Based on 16,110,969 shares of Class A common stock outstanding as of October 22, 2018.
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CUSIP No. 03783C100
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1.
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Names of Reporting Persons
Caroline G. Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
30 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
30 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
30
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
**0.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf.
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Based on 16,110,969 shares of Class A common stock outstanding as of October 22, 2018.
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Denotes less than.
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6
CUSIP No. 03783C100
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1.
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Names of Reporting Persons
William Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,160 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,160 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,160
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
**0.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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William E. Oberndorf is an authorized signatory for the account of William Oberndorf.
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Based on 16,110,969 shares of Class A common stock outstanding as of October 22, 2018.
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Denotes less than.
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7
Preliminary Statement:
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This Amendment No. 2 amends the Schedule 13G filed with the Securities and Exchange Commission on February 22, 2017 and
amended on June 22, 2017.
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Item 1.
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(a)
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Name of Issuer
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AppFolio, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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50 Castilian Drive
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Santa Barbara, CA 93117
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Item 2.
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(a)
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Name of Person Filing
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William E. Oberndorf (“WEO”), Bill & Susan Oberndorf Foundation, a California corporation (“Oberndorf Foundation”),
Oberndorf Investments LLC, a Delaware limited liability company (“OBI”), Peter C. Oberndorf (“PCO”), Caroline G. Oberndorf (“CGO”) and William Oberndorf (“WO”). WEO, Oberndorf Foundation, OBI, PCO, CGO and WO are sometimes hereinafter
referred to as the “Reporting Persons.”
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The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group
exists.
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(b), (c)
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Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
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The principal business address of WEO is 615 Front Street, San Francisco, CA 94111. WEO is a citizen of the United States of
America.
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The principal business address of Oberndorf Foundation is 615 Front Street, San Francisco, CA 94111. Oberndorf Foundation
is a California corporation.
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The principal business address of OBI is 615 Front Street, San Francisco, CA 94111. OBI is a Delaware limited liability
company.
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PCO’s address is 615 Front Street, San Francisco, CA 94111. PCO is a citizen of the United States of America.
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CGO’s address is 615 Front Street, San Francisco, CA 94111. CGO is a citizen of the United States of America.
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WO’s address is 615 Front Street, San Francisco, CA 94111. WO is a citizen of the United States of America.
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(d)
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Title of Class of Securities
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Class A common stock
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(e)
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CUSIP Number:
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03783C100
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Item 3.
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Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
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Not Applicable.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
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(b)
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(a)
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(c)(i)
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(c)(ii)
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(c)(iii)
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(c)(iv)
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Class A Common Stock
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Voting Power
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Disposition Power
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Reporting Persons
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Percent of Class
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Amount
Beneficially Owned |
Sole
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Shared
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Sole
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Shared
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William E. Oberndorf
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7.3%
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1,168,789
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312,397
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856,392
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312,397
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856,392
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Bill & Susan Oberndorf Foundation
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0.4%
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70,616
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70,616
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0
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70,616
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0
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Oberndorf Investments LLC
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4.8%
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768,886
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768,886
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0
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768,886
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0
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Peter C. Oberndorf
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0.1%
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11,550
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850
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10,700
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850
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10,700
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Caroline G. Oberndorf
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**0.1%
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30
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0
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30
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0
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30
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William Oberndorf
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**0.1%
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6,160
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0
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6,160
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0
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6,160
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_______________
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Denotes less than
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The foregoing percentages are based on 16,110,969 shares of Class A common stock outstanding as of
October 22, 2018 as set forth in AppFolio, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on October 29, 2018.
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Instruction. For
computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
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Instruction. Dissolution
of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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No other persons have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from, or other proceeds from the sale of, the Class A common stock held by the Reporting Persons.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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9
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.
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February 14, 2019
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/s/ Gary Scheier
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Signature
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Gary Scheier
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Attorney-in-fact for:
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William E. Oberndorf (1)
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Bill & Susan Oberndorf Foundation (1)
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Oberndorf Investments LLC (1)
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Peter C. Oberndorf (1)
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Caroline G. Oberndorf (1)
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William Oberndorf (2)
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(1)
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A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed.
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(2)
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A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity is filed as Exhibit B.
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10
EXHIBIT INDEX
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Exhibit
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Document Description
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A
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Agreement Pursuant to Rule 13d-1(k)
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B
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Power of Attorney
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Exhibit A
Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.
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February 14, 2019
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/s/ Gary Scheier
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Signature
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Gary Scheier
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Attorney-in-fact for:
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William E. Oberndorf (1)
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Bill & Susan Oberndorf Foundation (1)
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Oberndorf Investments LLC (1)
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Peter C. Oberndorf (1)
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Caroline G. Oberndorf (1)
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William Oberndorf (2)
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(1)
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A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed.
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(2)
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A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity is filed as Exhibit B.
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Exhibit B
POWER OF ATTORNEY
Know all by these presents, that William Oberndorf (the “Grantor”) has made, constituted and appointed, and by these presents does
make, constitute and appoint each of William E. Oberndorf, Gary Scheier and Richard Surratt (each, an “Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in
Grantor’s name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:
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To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the
Securities Exchange Act of 1934.
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| (2) |
To do all such other acts and things as, in such Attorney’s discretion, he deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or
13G or Forms 3, 4 and 5, or amendments thereto.
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| (3) |
To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been
originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.
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The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully do
or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing.
The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.
IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his signature as of the 25th day of January, 2019.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 and the rules thereunder, unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact.
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William Oberndorf
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By:
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/s/ William Oberndorf
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