Sec Form 13G Filing - Schauser Klaus @ APPFOLIO INC

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

AppFolio, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

03783C100

(CUSIP Number)

December 31, 2020

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* 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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 None
	6	SHARED VOTING POWER 4,074,585 (1)(2)
	7	SOLE DISPOSITIVE POWER None
	8	SHARED DISPOSITIVE POWER 4,074,585 (1)(2)


9						AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,074,585 (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) 17.9% (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 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.
			(2)			Consists of (i) 200,000 shares of Class A Common Stock held by a family Trust, of which Reporting Person and his spouse serve as co-trustees, and (ii) 3,874,585 shares of Class B Common Stock held by a family Trust, of which Reporting Person and his spouse serve as co-trustees.
			(3)			In accordance with Rule 13d-3 under the Act, this percentage is based on 18,728,562 shares of Class A Common Stock outstanding as of December 31, 2020, 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 co mputing the percentage ownership of the Reporting Person.
			(4)			There were 15,658,691 shares of Class B Common Stock outstanding as of December 31, 2020, 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:


			Klaus Schauser


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:

Not Applicable.

CUSIP No. 03783C100

13G

Page 5 of 7 Pages


Item 4.			Ownership


			(a) Amount Beneficially Owned: 4,074,585 (1)(2)


			(b) Percent of Class: 17.9% (1)(2)(3)(4)


			(c) Number of shares as to which the person has:


			(i)			Sole power to vote or direct the vote: None


			(ii)			Shared power to vote or direct the vote: 4,074,585 (1)(2)


			(iii)			Sole power to dispose or to direct the disposition of: None


			(iv)			Shared power to dispose or to direct the disposition of: 4,074,585 (1)(2)


			(1)			This amount 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.
			(2)			Consists of (i) 200,000 shares of Class A Common Stock held by a family Trust, of which Reporting Person and his spouse serve as co-trustees, and (ii) 3,874,585 shares of Class B Common Stock held by a family Trust, of which Reporting Person and his spouse serve as co-trustees.
			(3)			In accordance with Rule 13d-3 under the Act, this percentage is based on 18,728,562 shares of Class A Common Stock outstanding as of December 31, 2020, 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 15,658,691 shares of Class B Common Stock outstanding as of December 31, 2020, 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

SIGNATURE

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: February 12, 2021

Klaus Schauser

By:

/s/ Ida Kane, as Attorney-In-Fact for Klaus Schauser

Sec Form 13G Filing - Schauser Klaus filing for APPFOLIO INC (APPF) - 2021-02-12