SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* OBERNDORF WILLIAM E (Last) (First) (Middle) 615 FRONT STREET (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2015	3. Issuer Name and Ticker or Trading Symbol APPFOLIO INC [ APPF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	506,171(1)	D
Class A common stock	182,788(2)	I	See Footnote(2)
Class A common stock	447,000(3)	I	See Footnote(3)
Class A common stock	4,100(4)	I	See Footnote(4)
Class A common stock	45,900(5)	I	See Footnote(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* OBERNDORF WILLIAM E (Last) (First) (Middle) 615 FRONT STREET (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* OBERNDORF FOUNDATION (Last) (First) (Middle) 615 FRONT STREET (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Oberndorf Investments, LLC (Last) (First) (Middle) 615 FRONT STREET (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Oberndorf Peter Caldwell Scheier (Last) (First) (Middle) 615 FRONT STREET (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* PETER C OBERNDORF TRUST (Last) (First) (Middle) 615 FRONT STREET (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. These shares are held in the self-directed Individual Retirement Account of William E. Oberndorf ("WEO").

2. These shares are owned directly by the Bill & Susan Oberndorf Foundation, a California corporation ("Oberndorf Foundation"), and may be deemed to be indirectly beneficially owned by WEO as a controlling person of Oberndorf Foundation. WEO disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. These shares are owned directly by Oberndorf Investments LLC, a Delaware limited liability company ("OBI"), and may be deemed to be indirectly beneficially owned by WEO as the sole controlling person of OBI. WEO disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. These shares are directly owned by WEO's child Peter C. Oberndorf, and may be deemed to be indirectly beneficially owned by WEO. WEO disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. These shares are owned directly by the Peter Oberndorf Irrevocable Trust, dated 6/30/89 ("PCO Trust"), and may be deemed to be indirectly beneficially owned by WEO in his capacity as sole trustee for the PCO Trust. WEO disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List Exhibit 24 - Confirming Statement

	/s/ Gary Scheier as Attorney-in-Fact for William E. Oberndorf	07/07/2015
	/s/ Gary Scheier as Attorney-in-Fact for Bill & Susan Oberndorf Foundation	07/07/2015
	/s/ Gary Scheier as Attorney-in-Fact for Oberndorf Investments LLC	07/07/2015
	/s/ Gary Scheier as Attorney-in-Fact for Peter C. Oberndorf	07/07/2015
	/s/ Gary Scheier as Attorney-in-Fact for Peter Oberndorf Irrevocable Trust, dated 6/30/89	07/07/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                              CONFIRMING STATEMENT

        This Statement confirms that the undersigned, William E. Oberndorf, Bill
& Susan Oberndorf Foundation, Oberndorf Investments LLC, Peter C. Oberndorf and
the Peter Oberndorf Irrevocable Trust, dated 6/30/89, have authorized and
designated each of William E. Oberndorf and Gary Scheier to execute and file on
the undersigned's behalf all Forms 3, 4, and 5 (including any amendments
thereto) that the undersigned may be required to file with the U.S. Securities
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of AppFolio, Inc. The authority of William E.
Oberndorf and Gary Scheier under this Statement shall continue until the
undersigned is no longer required to file Forms 3, 4, and 5 with regard to their
ownership of or transactions in securities of AppFolio, Inc., unless revoked in
writing. The undersigned acknowledge that William E. Oberndorf and Gary Scheier
are not assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.


                               William E. Oberndorf

                                    /s/ William E. Oberndorf
                                    -------------------------------------------
                               Bill & Susan Oberndorf Foundation

                               By   /s/ William E. Oberndorf
                                    -------------------------------------------
                                    Name:    William E. Oberndorf
                                    Title:   Director


                               Oberndorf Investments LLC

                               By   /s/ William E. Oberndorf
                                    -------------------------------------------
                                    Name:    William E. Oberndorf
                                    Title:   Authorized Person


                               Peter C. Oberndorf

                                    /s/ Peter C. Oberndorf
                                    -------------------------------------------

                               Peter Oberndorf Irrevocable Trust, dated 6/30/89

                               By   /s/ William E. Oberndorf
                                    -------------------------------------------
                                    Name:    William E. Oberndorf
                                    Title:   Trustee