Edgar Filing: APPFOLIO INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Clarity Ventures, Inc.

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2015

3. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [APPF]

(Last)

(First)

(Middle)

1482 EAST VALLEY ROAD,Â SUITE 300

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 Original Filed(Month/Day/Year)

(Street)

SANTA BARBARA,Â CAÂ 93108

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	12,890	D ⁽¹⁾	Â
CLASS A COMMON STOCK	175,025	D ⁽²⁾	Â
CLASS A COMMON STOCK	5,700	D ⁽³⁾	Â
CLASS A COMMON STOCK	5,000	D ⁽⁴⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS B COMMON STOCK	Â ⁽⁵⁾	Â ⁽⁵⁾	CLASS A COMMON STOCK	26,577	$ ⁽⁵⁾	D ⁽⁶⁾	Â
CLASS B COMMON STOCK	Â ⁽⁵⁾	Â ⁽⁵⁾	CLASS A COMMON STOCK	118,740	$ ⁽⁵⁾	D ⁽⁷⁾	Â
CLASS B COMMON STOCK	Â ⁽⁵⁾	Â ⁽⁵⁾	CLASS A COMMON STOCK	45,264	$ ⁽⁵⁾	D ⁽⁸⁾	Â
CLASS B COMMON STOCK	Â ⁽⁵⁾	Â ⁽⁵⁾	CLASS A COMMON STOCK	557,654	$ ⁽⁵⁾	D ⁽⁹⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clarity Ventures, Inc. 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â
Clarity Ventures, L.P. 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â
Meadowridge Ventures, L.P. 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â
KARAN STEVEN L 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â
Steven L. Karan Revocable Trust dated the 29th day of October, 2014 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â
Hughes Family Trust dated 8/7/03 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â
HUGHES JASON F 1482 EAST VALLEY ROAD SUITE 300 SANTA BARBARA,Â CAÂ 93108	Â	Â X	Â	Â

Signatures

/s/ Jason F. Hughes, attorney-in-fact		12/30/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are directly owned by Jason F. Hughes ("Mr. Hughes"), who is a member of a "group" (the "Group") with the other reporting persons herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. These shares are held in the Jason F. Hughes Roth IRA.
(2)	These shares are directly owned by Steven L. Karan ("Mr. Karan"), who is a member of the Group. These shares are held in the Steven L. Karan Roth IRA.
(3)	These shares are directly owned by Meadowridge Ventures, L.P. ("Meadowridge"), which is a member of the Group. These shares are indirectly owned by Clarity Ventures, Inc. ("Clarity GP"), as the general partner of Meadowridge. These shares are also indirectly owned by Mr. Hughes, as an authorized officer of Clarity GP, and by Mr. Karan, as the President and 100% owner of Clarity GP.
(4)	These shares are directly owned by Clarity Ventures, L.P. ("Clarity LP"), which is a member of the Group. These shares are indirectly owned by Clarity GP, as the general partner of Clarity LP. These shares are also indirectly owned by Mr. Hughes, as an authorized officer of Clarity GP, and by Mr. Karan, as the President and 100% owner of Clarity GP.
(5)	These shares are convertible into shares of AppFolio, Inc.'s Class A Common Stock on a one-for-one basis at any time, and the conversion has no expiration date. All outstanding shares of AppFolio's Class B Common Stock will convert automatically into shares of AppFolio Class A Common Stock on the date when the number of the outstanding shares of Class B Common Stock represents less than 10% of the sum of AppFolio's outstanding Class A Common Stock and Class B Common Stock. In addition, each share of Class B Common Stock will convert automatically upon any transfer of such shares, except for certain permitted transfers.
(6)	These shares are directly owned by Mr. Hughes and are held in the Jason F. Hughes Roth IRA.
(7)	These shares are directly owned by Mr. Karan and are held in the Steven L. Karan Roth IRA.
(8)	These shares are directly owned by the Hughes Family Trust dated 8/7/03 ("HFT"), which is a member of the Group. These shares are indirectly owned by Mr. Hughes, as a Co-Trustee of the HFT.
(9)	These shares are directly owned by the Steven L. Karan Revocable Trust dated the 29th day of October, 2014 ("Karan Trust"), which is a member of the Group. These shares are indirectly owned by Mr. Karan, as Trustee of the Karan Trust.
Â Remarks: TheÂ reportingÂ personsÂ hereinÂ collectivelyÂ formÂ aÂ SectionÂ 13(d)Â "group"Â asÂ describedÂ inÂ aÂ ScheduleÂ 13GÂ filedÂ withÂ theÂ SecuritiesÂ andÂ ExchangeÂ CommissionÂ onÂ DecemberÂ 30,Â 2015. ExhibitÂ List: ExhibitÂ 24Â ?Â ConfirmingÂ Statement

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