UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
AppFolio, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
03783C100
(CUSIP Number)
June 23, 2021
(Date of Event which Requires Filing of this Statement)
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)
| * | 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
William E. Oberndorf | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
66,890 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
66,890 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
66,890 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.4% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
(IN) | |||||
| (1) | Of these shares, 50,000 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. |
| (2) | Based on 18,951,445 shares of Class A common stock outstanding as of May 31, 2021. |
2
CUSIP No. 03783C100
| 1. |
Names of Reporting Persons
Oberndorf Investments LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (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
50,000 (1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
50,000 (1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
(OO) – limited liability company | |||||
| (1) | Power is exercised through William E. Oberndorf as the sole member of the manager of Oberndorf Investments LLC. |
| (2) | Based on 18,951,445 shares of Class A common stock outstanding as of May 31, 2021. |
3
CUSIP No. 03783C100
| 1. |
Names of Reporting Persons
Peter C. Oberndorf | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
850 (1) | ||||
| 6. | Shared Voting Power
10,700 (2) | |||||
| 7. | Sole Dispositive Power
850 (1) | |||||
| 8. | Shared Dispositive Power
10,700 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,550 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.1% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
(IN) | |||||
| (1) | These shares are held in Peter C. Oberndorf’s Individual Retirement Account, which is self-directed. |
| (2) | William E. Oberndorf is an authorized signatory for the account of Peter C. Oberndorf. |
| (3) | Based on 18,951,445 shares of Class A common stock outstanding as of May 31, 2021. |
4
CUSIP No. 03783C100
| 1. |
Names of Reporting Persons
Caroline G. Oberndorf | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
30 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
30 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
30 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
**0.1% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
(IN) | |||||
| (1) | William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf. |
| (2) | Based on 18,951,445 shares of Class A common stock outstanding as of May 31, 2021. |
| ** | Denotes less than. |
5
CUSIP No. 03783C100
| 1. |
Names of Reporting Persons
William Oberndorf | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
6,160 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,160 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,160 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
**0.1% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
(IN) | |||||
| (1) | William E. Oberndorf is an authorized signatory for the account of William Oberndorf. |
| (2) | Based on 18,951,445 shares of Class A common stock outstanding as of May 31, 2021. |
| ** | Denotes less than. |
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| Preliminary Statement: | ||||
| This Amendment No. 5 amends the Schedule 13G filed with the Securities and Exchange Commission on February 22, 2017 and amended on June 22, 2017, February 14, 2019, February 13, 2020 and February 12, 2021. | ||||
| Item 1. | (a) | Name of Issuer | ||
| AppFolio, Inc. | ||||
| (b) | Address of Issuer’s Principal Executive Offices | |||
| 50 Castilian Drive Santa Barbara, CA 93117 | ||||
| Item 2. | (a) | Name of Person Filing | ||
| William E. Oberndorf (“WEO”), Oberndorf Investments LLC, a Delaware limited liability company (“OBI”), Peter C. Oberndorf (“PCO”), Caroline G. Oberndorf (“CGO”) and William Oberndorf (“WO”). WEO, OBI, PCO, CGO and WO are sometimes hereinafter referred to as the “Reporting Persons.”
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. | ||||
| (b), (c) | Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons | |||
| The principal business address of WEO is 615 Front Street, San Francisco, CA 94111. WEO is a citizen of the United States of America.
The principal business address of OBI is 615 Front Street, San Francisco, CA 94111. OBI is a Delaware limited liability company.
PCO’s address is 615 Front Street, San Francisco, CA 94111. PCO is a citizen of the United States of America.
CGO’s address is 615 Front Street, San Francisco, CA 94111. CGO is a citizen of the United States of America.
WO’s address is 615 Front Street, San Francisco, CA 94111. WO is a citizen of the United States of America. | ||||
| (d) | Title of Class of Securities | |||
| Class A common stock | ||||
| (e) | CUSIP Number: | |||
| 03783C100 | ||||
| Item 3. | Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): | |||
| Not Applicable. | ||||
| Item 4. | Ownership. | |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
| (b) | (a) | (c)(i) | (c)(ii) | (c)(iii) | (c)(iv) | |||||||||||||||||||
| Class A Common Stock | ||||||||||||||||||||||||
| Voting Power | Disposition Power | |||||||||||||||||||||||
| Reporting Persons |
Percent of Class | Amount Beneficially Owned |
Sole | Shared | Sole | Shared | ||||||||||||||||||
| William E. Oberndorf |
0.4 | % | 66,890 | 0 | 66,890 | 0 | 66,890 | |||||||||||||||||
| Oberndorf Investments LLC |
0.3 | % | 50,000 | 50,000 | 0 | 50,000 | 0 | |||||||||||||||||
| Peter C. Oberndorf |
0.1 | % | 11,550 | 850 | 10,700 | 850 | 10,700 | |||||||||||||||||
| Caroline G. Oberndorf |
**0.1 | % | 30 | 0 | 30 | 0 | 30 | |||||||||||||||||
| William Oberndorf |
**0.1 | % | 6,160 | 0 | 6,160 | 0 | 6,160 | |||||||||||||||||
| ** | Denotes less than |
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| The foregoing percentages are based on 18,951,445 shares of Class A common stock outstanding as of May 3, 2021 as set forth in AppFolio, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed with the Securities and Exchange Commission on May 10, 2021. | ||
| Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). | ||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| 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 ☑. | ||
| Instruction. Dissolution of a group requires a response to this item. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| 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. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
| Not Applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not Applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not Applicable. | ||
| Item 10. | Certification. | |
| 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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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.
| June 23, 2021 |
| /s/ Gary Scheier |
| Signature |
| Gary Scheier |
| Attorney-in-fact for: |
| William E. Oberndorf (1) |
| Oberndorf Investments LLC (1) |
| Peter C. Oberndorf (1) |
| Caroline G. Oberndorf (1) |
| William Oberndorf (1) |
| (1) | A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed. |
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EXHIBIT INDEX
| Exhibit | Document Description | |
| A | Agreement Pursuant to Rule 13d-1(k) | |
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.
| June 23, 2021 |
| /s/ Gary Scheier |
| Signature |
| Gary Scheier |
| Attorney-in-fact for: |
| William E. Oberndorf (1) |
| Oberndorf Investments LLC (1) |
| Peter C. Oberndorf (1) |
| Caroline G. Oberndorf (1) |
| William Oberndorf (1) |
| (1) | A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed. |