<SEC-DOCUMENT>0001209191-15-056601.txt : 20150625
<SEC-HEADER>0001209191-15-056601.hdr.sgml : 20150625
<ACCEPTANCE-DATETIME>20150625212316
ACCESSION NUMBER:		0001209191-15-056601
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150625
FILED AS OF DATE:		20150625
DATE AS OF CHANGE:		20150625

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPFOLIO INC
		CENTRAL INDEX KEY:			0001433195
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		50 CASTILIAN DRIVE
		CITY:			GOLETA
		STATE:			CA
		ZIP:			93117
		BUSINESS PHONE:		8053646093

	MAIL ADDRESS:	
		STREET 1:		50 CASTILIAN DRIVE
		CITY:			GOLETA
		STATE:			CA
		ZIP:			93117

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Schauser Klaus
		CENTRAL INDEX KEY:			0001643445

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37468
		FILM NUMBER:		15953099

	MAIL ADDRESS:	
		STREET 1:		50 CASTILIAN DRIVE
		CITY:			GOLETA
		STATE:			CA
		ZIP:			93117
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2015-06-25</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001433195</issuerCik>
        <issuerName>APPFOLIO INC</issuerName>
        <issuerTradingSymbol>APPF</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001643445</rptOwnerCik>
            <rptOwnerName>Schauser Klaus</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>50 CASTILIAN DRIVE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GOLETA</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>93117</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Strategist</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Class B Common Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>4350351</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By 1206 Family Trust</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series A Convertible Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class B Common Stock</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>165271</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By 1206 Family Trust</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series B Convertible Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class B Common Stock</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>178963</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By 1206 Family Trust</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock.  In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer that occurs after the consummation of the initial public offering (the &quot;IPO&quot;) of AppFolio, Inc. (the &quot;Issuer&quot;), except for any transfers by (i) a partnership or limited liability company that was a registered holder of shares of Class B Common Stock at the effective time of the IPO to anyone who was a partner or member of any such partnership or limited liability company at the effective time, and (ii) a transfer to a &quot;qualified recipient,&quot; as defined in the Issuer's amended and restated certificate of incorporation.  The shares of Class B Common Stock have no expiration date.</footnote>
        <footnote id="F2">All outstanding shares of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one share for one share basis, on the date when the number of the Issuer's outstanding shares of Class B Common Stock represents less than 10% of the sum of its outstanding shares of Class A Common Stock and Class B Common Stock.</footnote>
        <footnote id="F3">Shares are held by 1206 Family Trust dated December 13, 2002, of which Mr. Schauser and his spouse serve as co-trustees.</footnote>
        <footnote id="F4">None of the Series of Convertible Preferred Stock have expiration dates.  However, each share of Convertible Preferred Stock, irrespective of its Series, will convert into 0.25 shares of Class B Common Stock immediately following the effectiveness of the Issuer's Registration Statement on Form S-1 relating to the IPO.  The Class B Common Stock has not been registered, and is not currently expected to be registered, under the Securities Exchange Act of 1934, as amended.</footnote>
    </footnotes>

    <remarks>Exhibit List:

Exhibit 24.1 Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Ida Kane, as Attorney-In-Fact for Klaus Schauser</signatureName>
        <signatureDate>2015-06-25</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Brian Donahoo, Ida Kane
and C. Craig Carlson, or any of them signing individually, the undersigned's
true and lawful attorney-in-fact (each, an "Attorney-in-Fact") to:

(1)     complete and execute, for and on behalf of the undersigned, in the
        undersigned's capacity as an officer, director and/or beneficial owner
        of more than ten percent (10%) of any equity security of AppFolio, Inc.,
        a Delaware corporation (the "Company"), Forms 3, 4 and 5, and Schedules
        13D and 13G, and such other forms and documents, including any
        amendments to any of the foregoing, as such Attorney-In-Fact shall in
        his or her discretion determine to be required or advisable pursuant to
        Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934,
        as amended (the "Exchange Act") and the rules and regulations
        promulgated thereunder, or any successor laws and regulations, as a
        consequence of, or in respect of, the undersigned's ownership,
        acquisition or disposition of securities of the Company;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        forms and schedules, including any amendments thereto, and timely file
        such forms and schedules, including any amendments thereto, with the
        United States Securities and Exchange Commission (the "SEC"), and any
        securities exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such Attorney-in-Fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such information as
        such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

        The undersigned hereby grants to each such Attorney-in-Fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each such
Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing Attorneys-in-Fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of
the Exchange Act.

        The undersigned agrees that each such Attorney-in-Fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such Attorney-in-Fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such Attorney-in-Fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and
13G, including any amendments thereto, and agrees to reimburse the Company and
each such Attorney-in-Fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and
13G, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing Attorneys-in-Fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of June, 2015.

                                        /s/ Klaus Schauser
                                        ----------------------------------------
                                        Klaus Schauser
</PRE>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
