SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

AppFolio, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

03783C100

(CUSIP Number)

August 8, 2016

(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)

   
*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 the disclosures provided in a prior cover page. 

The information required in 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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

Explanatory Note: This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on December 30, 2015.  Amendment No. 1 is being filed pursuant to Rule 13d-2(d) of the Exchange Act to reflect changes in the beneficial ownership of the Reporting Person (as defined below).  Specifically, the Reporting Person’s beneficial ownership has been reduced by more than 5%.

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:
	This Amendment No. 1 is being jointly filed by Clarity Ventures, L.P. (“Clarity LP”), Meadowridge Ventures, L.P. (“Meadowridge”), and Clarity Ventures, Inc. (“Clarity GP” and together with Clarity LP and Meadowridge, the “Entities”); the Steven L. Karan Revocable Trust dated the 29th day of October, 2014 (“Karan Trust”) and the Hughes Family Trust dated 8/7/03 (“HFT” and together with the Karan Trust, the “Trusts”); and Steven L. Karan and Jason F. Hughes (collectively, the “Individuals” and together with the Entities and the Trusts, the “Reporting Persons”) with respect to shares of Class A Common Stock, par value $0.0001 of AppFolio, Inc.
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	The address of the principal business office of the Reporting Persons is:
	1482 East Valley Road, Suite 300
	Santa Barbara, CA 93108.
Item 2(c).	Citizenship:
	Clarity LP and Meadowridge are Delaware limited partnerships. Clarity GP is a Delaware corporation. The Trusts are organized in California. The Individuals are citizens of the United States of America.
Item 2(d).	Title of Class of Securities:
	Class A Common stock, par value $0.0001.
Item 2(e).	CUSIP Number:
	03783C100
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

Item 4.	Ownership.
	A.	Clarity Ventures, L.P.
		(a)	Amount beneficially owned: 0
		(b)	Percent of Class: 0%
		(c)	Number of shares as to which Clarity LP has:
			(i)	Sole power to vote or to direct the vote: 0
			(ii)	Shared power to vote or to direct the vote: 0
			(iii)	Sole power to dispose or to direct the disposition of: 0
			(iv)	Shared power to dispose or to direct the disposition of: 0

	B.	Meadowridge Ventures, L.P.
		(a)	Amount beneficially owned: 0
		(b)	Percent of Class: 0%
		(c)	Number of shares as to which Meadowridge has:
			(i)	Sole power to vote or to direct the vote: 0
			(ii)	Shared power to vote or to direct the vote: 0
			(iii)	Sole power to dispose or to direct the disposition of: 0
			(iv)	Shared power to dispose or to direct the disposition of: 0

	C.	Steven L. Karan Revocable Trust dated the 29th day of October, 2014
		(a)	Amount beneficially owned: 557,654
		(b)	Percent of Class: 4.76%
		(c)	Number of shares as to which the Karan Trust has:
			(i)	Sole power to vote or to direct the vote: 0
			(ii)	Shared power to vote or to direct the vote: 557,654
			(iii)	Sole power to dispose or to direct the disposition of: 0
			(iv)	Shared power to dispose or to direct the disposition of: 557,654

	E.	Steven L. Karan
		(a)	Amount beneficially owned: 577,734
		(b)	Percent of Class: 4.93%
		(c)	Number of shares as to which Mr. Karan has:
			(i)	Sole power to vote or to direct the vote: 20,080
			(ii)	Shared power to vote or to direct the vote: 557,654
			(iii)	Sole power to dispose or to direct the disposition of: 20,080
			(iv)	Shared power to dispose or to direct the disposition of: 557,654

The percentage ownership for each of the Reporting Persons is based on 11,021,812 shares of the Issuer’s Class A Common Stock, par value $0.0001 (“Class A Shares”), issued and outstanding on July 25, 2016, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2016, filed by the Issuer with the U.S. Securities and Exchange Commission on August 8, 2016, and (ii) the Reporting Person’s books and records related to transactions in the Issuer’s Class A Common Stock since July 25, 2016.

  

Clarity LP directly owns 0 Class A Shares. Meadowridge directly owns 0 Class A Shares. Clarity LP and Meadowridge are controlled by Clarity GP, their general partner. Accordingly, Clarity GP may be deemed to beneficially own the shares of common stock held by Meadowridge and Clarity LP. As President and 100% owner of Clarity GP, Steven L. Karan may be deemed to beneficially own the shares held by Meadowridge and Clarity LP because he has the ultimate voting and dispositive power over such shares. In addition, as an authorized officer of Clarity GP, Jason F. Hughes may also be deemed to beneficially own the shares held by Meadowridge and Clarity LP because he shares voting and dispositive power over such shares.

The Karan Trust directly owns 0 Class A Shares and 557,654  shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (“Class B Shares”). As the Trustee of the Karan Trust, Steven L. Karan may be deemed to beneficially own the shares held by the Karan Trust because he has the ultimate voting and dispositive power over such shares.

HFT directly owns 0 Class A Shares and 45,264 Class B Shares. As a Co-Trustee of HFT, Jason F. Hughes may be deemed to beneficially own the shares held by HFT because he has the ultimate voting and dispositive power over such shares.

Steven L. Karan directly owns 20,080 Class A Shares and 0 Class B Shares. Jason F. Hughes directly owns 6,637 Class A Shares and 0 Class B Shares.

Clarity GP does not directly own any Class A Shares or Class B Shares.

By virtue of the understandings between them, the Reporting Persons may be deemed to have formed a “group” as defined in Rule 13d-5(b)(1). Collectively, the “group” may be deemed to have voting and dispositive power over a combined 5.35% of the Class A Shares, which percentage accounts for the Class B Shares held by the Reporting Persons. In this regard, the Class B Shares are immediately convertible into Class A Shares, which necessitates that the Class B Shares owned by the Reporting Persons be included in the calculation of the Reporting Persons’ beneficial ownership of Class A Shares.

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.

Dated: August 24, 2016

	Clarity Ventures, L.P.
	By: Clarity Ventures, Inc., General Partner
	By: /s/ Steven L. Karan
	Name: Steven L. Karan
	Title: President

	Clarity Ventures, Inc.
	By: /s/ Steven L. Karan
	Name: Steven L. Karan
	Title: President

	Individuals
	/s/ Steven L. Karan
	Steven L. Karan
	/s/ Jason F. Hughes
	Jason F. Hughes

 

 

 

 

 

 

 

 

[Signature page to Schedule 13G]

 

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