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* Keenan Capital, LLC (Last) (First) (Middle) 1229 BURLINGAME AVENUE SUITE 201 (Street) BURLINGAME CA 94010 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2017
	4. 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 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	02/10/2017		S		11,200	D	$24.18(1)	1,263,786(4)	I	By Partnership(5)
CLASS A COMMON STOCK	02/13/2017		S		3,500	D	$24.07(2)	1,260,286(4)	I	By Partnership(5)
CLASS A COMMON STOCK	02/14/2017		S		4,100	D	$24.08(3)	1,256,186(4)	I	By Partnership(5)

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

1. Name and Address of Reporting Person* Keenan Capital, LLC (Last) (First) (Middle) 1229 BURLINGAME AVENUE SUITE 201 (Street) BURLINGAME CA 94010 (City) (State) (Zip)

1. Name and Address of Reporting Person* Keenan Capital GP, LLC (Last) (First) (Middle) 1229 BURLINGAME AVENUE SUITE 201 (Street) BURLINGAME CA 94010 (City) (State) (Zip)

1. Name and Address of Reporting Person* Keenan Charles J IV (Last) (First) (Middle) 1229 BURLINGAME AVENUE SUITE 201 (Street) BURLINGAME CA 94010 (City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.05 to $24.55, inclusive. The reporting persons undertake to provide to AppFolio, Inc., any security holder of AppFolio, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.20, inclusive. The reporting persons undertake to provide to AppFolio, Inc., any security holder of AppFolio, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.75 to $24.28, inclusive. The reporting persons undertake to provide to AppFolio, Inc., any security holder of AppFolio, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).

4. Mr. Keenan is the beneficial owner of 77,944 shares of Class A common stock over which he has sole voting and dispositive power. Mr. Keenan may also be deemed to beneficially own an additional 205,056 shares of Class A common stock held through family trust accounts for which he is either a co-trustee or a beneficiary. Mr. Keenan shares voting and dispositive power over the shares of Class A common stock held through such accounts.

5. These shares are owned directly by Keenan Capital Fund, LP ("KCF") and indirectly by Keenan Capital GP, LLC ("KCGP"), the general partner of KCF with voting and investment authority over these shares. KCGP has delegated such authority to Keenan Capital, LLC ("Keenan Capital"), the manager of KCF. Accordingly, KCGP disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest KCGP may have therein. As sole owner and Manager of Keenan Capital, Charles J. Keenan, IV ("Mr. Keenan") may be deemed to be the indirect beneficial owner of these shares.

	/s/ Charles J. Keenan, IV Authorized Officer	02/14/2017
	/s/ Charles J. Keenan, IV	02/14/2017
	** 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).
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