* | The remainder of this cover page shall be filled out for a reporting person’s filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures in a prior cover page. |
CUSIP No. 03783C100 | 13G | Page 2 of 7 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Donahoo | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
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 856,036 (1)(2) | ||
6 | SHARED VOTING POWER None | |||
7 | SOLE DISPOSITIVE POWER 856,036 (1)(2) | |||
8 | SHARED DISPOSITIVE POWER None |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 856,036 (1)(2) | |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% (1)(2)(3)(4) | |
12 | TYPE OF REPORTING PERSON IN |
CUSIP No. 03783C100 | 13G | Page 3 of 7 Pages |
(1) | This amount reflects the number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") and Class B Common Stock, par value $0.0001 per share, of the Issuer (the "Class B Common Stock") that may be deemed beneficially owned by the Reporting Person. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of the Class A Common Stock of the Issuer. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any sale or transfer, except in the limited circumstances described in the Issuer's Amended and Restated Certificate of Incorporation. | |
(2) | Consists of (i) 732,589 shares of Class B Common Stock held by The Brian R. Donahoo 2015 Revocable Trust, of which the Reporting Person serves as the sole trustee, (ii) 75,000 shares of Class B Common Stock underlying options granted to the Reporting Person that will be vested and exercisable within 60 days of December 31, 2017, and (iii) 48,447 shares of Class A Common Stock held by the Reporting Person. | |
(3) | In accordance with Rule 13d-3 under the Act, this percentage is based on 14,878,997 shares of Class A Common Stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, plus the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. | |
(4) | There were 19,102,449 shares of Class B Common Stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, including the shares of Class B Common Stock beneficially owned by the Reporting Person. |
CUSIP No. 03783C100 | 13G | Page 4 of 7 Pages |
Item 1(a) | Name of Issuer: |
AppFolio, Inc. |
Item 1(b) | Address of Issuer’s Principal Executive Offices: |
50 Castilian Drive | |
Goleta, CA 93117 |
Item 2(a) | Name of Person Filing: |
Brian Donahoo |
Item 2(b) | Address of Principal Business Office or, If None, Residence |
c/o AppFolio, Inc. | |
50 Castilian Drive | |
Goleta, CA 93117 |
Item 2(c) | Citizenship: |
USA |
Item 2(d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share |
Item 2(e) | CUSIP Number: |
03783C100 |
Item 3. | If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
CUSIP No. 03783C100 | 13G | Page 5 of 7 Pages |
Item 4. | Ownership |
(a) Amount Beneficially Owned: 856,036 (1)(2) |
(b) Percent of Class: 5.5% (1)(2)(3)(4) |
(c) Number of shares as to which the person has: |
(i) | Sole power to vote or direct the vote: 856,036 (1)(2) |
(ii) | Shared power to vote or direct the vote: None |
(iii) | Sole power to dispose or to direct the disposition of: 856,036 (1)(2) |
(iv) | Shared power to dispose or to direct the disposition of: None |
(1) | This amount reflects the number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") and Class B Common Stock, par value $0.0001 per share, of the Issuer (the "Class B Common Stock") that may be deemed beneficially owned by the Reporting Person. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of the Class A Common Stock of the Issuer. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any sale or transfer, except in the limited circumstances described in the Issuer's Amended and Restated Certificate of Incorporation. | |
(2) | Consists of (i) 732,589 shares of Class B Common Stock held by The Brian R. Donahoo 2015 Revocable Trust, of which the Reporting Person serves as the sole trustee, (ii) 75,000 shares of Class B Common Stock underlying options granted to the Reporting Person that will be vested and exercisable within 60 days of December 31, 2017, and (iii) 48,447 shares of Class A Common Stock held by the Reporting Person. | |
(3) | In accordance with Rule 13d-3 under the Act, this percentage is based on 14,878,997 shares of Class A Common Stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, plus the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. | |
(4) | There were 19,102,449 shares of Class B Common Stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, including the shares of Class B Common Stock beneficially owned by the Reporting Person. |
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable. |
CUSIP No. 03783C100 | 13G | Page 6 of 7 Pages |
Item 7. | Identification and Classification of 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. | Certifications |
Not applicable. |
CUSIP No. 03783C100 | 13G | Page 7 of 7 Pages |
Dated: February 14, 2018 | Brian Donahoo | |||
By: | /s/ Ida Kane, as Attorney-In-Fact for Brian Donahoo |