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SC 13G/A Filing
AppFolio (APPF) SC 13G/AAPPFOLIO / APPFOLIO ownership change
Filed: 14 Nov 24, 3:27pm
CUSIP No. 03783C100 | 13G | Page 2 of 7 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Klaus Schauser | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||||
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 0 | ||||||||||||
6 | SHARED VOTING POWER 3,172,585 (1) | |||||||||||||
7 | SOLE DISPOSITIVE POWER 0 | |||||||||||||
8 | SHARED DISPOSITIVE POWER 3,172,585 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,172,585 (1) | |||||||
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) 12.2% (2) | |||||||
12 | TYPE OF REPORTING PERSON IN |
CUSIP No. 03783C100 | 13G | Page 3 of 7 Pages |
(1) | Consists of (i) 303,000 shares of Class A Common Stock, and (ii) 2,869,585 shares of Class B Common Stock, each share of which 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) | This percentage is based on 23,078,848 shares of Class A Common Stock outstanding as of September 30, 2024, 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. |
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: |
70 Castilian Drive | |||||
Goleta, CA 93117 |
Item 2(a) | Name of Person Filing: |
Klaus Schauser |
Item 2(b) | Address of Principal Business Office or, If None, Residence |
c/o AppFolio, Inc. | |||||
70 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: See response to Item 9 on the cover page. |
(b) Percent of Class: See response to Item 11 on the cover page. |
(c) Number of shares as to which the person has: |
(i) | Sole power to vote or direct the vote: See response to Item 5 on the cover page. |
(ii) | Shared power to vote or direct the vote: See response to Item 6 on the cover page. |
(iii) | Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page. |
(iv) | Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page. |
The amount reported herein reflects the number of shares of Class A Common Stock and 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 Class A Common Stock, par value $0.0001 per share, 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. | |||||
The aggregate 3,172,585 securities reported herein include (i) 303,000 shares of Class A Common Stock held by a family Trust, of which Reporting Person and his spouse serve as co-trustees, and (ii) 2,869,585 shares of Class B Common Stock held by a family Trust, of which Reporting Person and his spouse serve as co-trustees. | |||||
In accordance with Rule 13d-3 under the Act, this percentage is based on 23,078,848 shares of Class A Common Stock outstanding as of September 30, 2024, 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. | |||||
The filing of this Statement shall not be construed as an admission that the Reporting Person, his spouse or any of the entities mentioned herein, for the purpose of Section 13(d) or 13(g) of the Exchange Act, are the beneficial owner of any securities covered by this Statement. |
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: November 14, 2024 | Klaus Schauser | |||||||||||||
By: | /s/ Matthew Mazza, as Attorney-In-Fact for Klaus Schauser |