SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Walker Jonathan (Last) (First) (Middle) 50 CASTILIAN DRIVE (Street) SANTA BARBARA CA 93117 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol APPFOLIO INC [ APPF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/28/2020	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	12/23/2020		M		12,212	A	$13.43	15,940	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(1)	$4.92	12/23/2020		M			575	12/03/2015	12/03/2024	Class B Common Stock(2)(3)	575	$0	74,425	I	By Trust
Class B Common Stock(1)	$0.0	12/23/2020		A		575		(2)(3)	(2)(3)	Class A Common Stock	575	$4.92	619,496	I	By Trust
Employee Stock Option (Right to Buy)(1)	$13.43	12/23/2020		M			12,212	12/31/2017	05/20/2026	Class A Common Stock	12,212	$0	32,789	I	By Trust

Explanation of Responses:

1. This Form 4/A amends the Form 4 filed on December 28, 2020 to correct administrative errors in reporting two option exercises that occurred on December 23, 2020. The Form 4 filed on December 28, 2020 reported an acquisition of a total of 575 Employee Stock Options for the purchase of Class B Common stock at $4.92 per share and an acquisition of a total of 12,212 Employee Stock Options for the purchase of Class B Common stock at $13.43 per share. In fact, on December 23, 2020, Mr. Walker exercised 575 Employee Stock Options to purchase 575 shares of Class B Common stock at $4.92 per share, and exercised a total of 12,12 Employee Stock Options for the purchase of Class A Common stock at $13.43 per share. This Form 4 updates Mr. Walker's Employee Stock Option holdings, Class B Common Stock holdings and Class A Common stock holdings accordingly, as of the date of the original transaction.

2. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the initial public offering (the "IPO") of AppFolio, Inc. (the "Issuer"), except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) a transfer to a "qualified recipient," as defined in the Issuer's amended and restated certificate of incorporation. The shares of Class B Common Stock have no expiration date.

3. All outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one share-for-one share basis, on the date when the number of the Issuer's outstanding shares of Class B Common Stock represents less than 10% of the sum of its outstanding shares of Class A Common Stock and Class B Common Stock.

Remarks:

	/s/ Ida Kane, as Attorney-In-Fact for Jonathan Walker	05/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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