Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*



AppFolio, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
03783C100
(CUSIP Number)
 
April 12, 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)
 
[X] Rule 13d-1(c)
 
[   ] Rule 13d-1(d)
 
*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 disclosures provided in a prior cover page.
 
The information required on 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 (“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
 
1.
NAME OF REPORTING PERSON
 
SCGE GenPar, Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [   ]
(b)           [   ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
750,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
750,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.0%1
12.
TYPE OF REPORTING PERSON
 
OO

1 Based on 10,646,095 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 21, 2016, as reported in the Issuer’s Schedule 14A as filed with U.S. Securities and Exchange Commission on March 31, 2016. 
 
 
 

 
 
2
 
 
 
CUSIP No. 03783C100
 

1.
NAME OF REPORTING PERSON
 
SCGE (LTGP), L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [   ]
(b)           [   ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
750,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
750,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.0%1
12.
TYPE OF REPORTING PERSON
 
PN

1 Based on 10,646,095 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 21, 2016, as reported in the Issuer’s Schedule 14A as filed with U.S. Securities and Exchange Commission on March 31, 2016. 
 
 
 

 
 
3
 
 
 
CUSIP No. 03783C100
 

1.
NAME OF REPORTING PERSON
 
SCGE Management, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [   ]
(b)           [   ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
750,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
750,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.0%1
12.
TYPE OF REPORTING PERSON
 
PN

1 Based on 10,646,095 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 21, 2016, as reported in the Issuer’s Schedule 14A as filed with U.S. Securities and Exchange Commission on March 31, 2016. 
 
 

 
 
4
 
 
 
CUSIP No. 03783C100
 

1.
NAME OF REPORTING PERSON
 
SCGE Fund, L.P.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [   ]
(b)           [   ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
750,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
750,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.0%1
12.
TYPE OF REPORTING PERSON
 
PN

1 Based on 10,646,095 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 21, 2016, as reported in the Issuer’s Schedule 14A as filed with U.S. Securities and Exchange Commission on March 31, 2016. 
 

 

 
5
 
 
 
CUSIP No. 03783C100
 

1.
NAME OF REPORTING PERSON
 
Jeffrey Wang
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [   ]
(b)           [   ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
750,000
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
750,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
750,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.0%1
12.
TYPE OF REPORTING PERSON
 
IN
 
1 Based on 10,646,095 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 21, 2016, as reported in the Issuer’s Schedule 14A as filed with U.S. Securities and Exchange Commission on March 31, 2016. 
 
 
 

 
6
 

CUSIP No. 03783C100
 

Item 1(a).
Name of Issuer
 
 
AppFolio, Inc. (the “Company”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
 
 
50 Castilian Drive
Santa Barbara, CA 93117
 
Item 2(a).
Name of Person Filing
 
 
This Schedule 13G/A (the “Schedule 13G”) is being filed jointly by each of SCGE GenPar, Ltd., SCGE (LTGP), L.P., SCGE Fund, L.P., SCGE Management, L.P. and Jeffrey Wang (collectively, the “Reporting Persons”).  This Schedule 13G is the initial filing for Mr. Wang and Amendment No. 2 for the other Reporting Persons.
 
 
The Reporting Persons have entered into a Joint Filing Agreement, dated April 21, 2016, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”).
 
Item 2(b).
Address of Principal Business Office or, if none, Residence
 
 
The address of the principal business office for all Reporting Persons is:
 
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
 
Item 2(c).
Citizenship
 
 
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.
 
Item 2(d).
Title of Class of Securities
 
 
Class A common stock, par value $0.0001 per share (the “Common Stock”).
 
Item 2(e).
CUSIP Number
 
 
03783C100

 
 

 
 
7
 
 
 
CUSIP No. 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
 
(a)
[  ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[  ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c)
[  ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[  ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[  ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)
[  ]
An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
(g)
[  ]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)
[  ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)
[  ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)
[  ]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
(k)
[  ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________
 
Item 4.
Ownership
 
The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
 
SCGE Fund, L.P. (“SCGE Fund”) holds a total of 750,000 shares of Common Stock of the Company.  SCGE GenPar, Ltd. (“SCGE GenPar”) is the sole general partner of each of (i) SCGE (LTGP), L.P., which is the sole general partner of SCGE Fund, and (ii) SCGE Management, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, which acts as investment adviser to SCGE Fund.  Jeffrey Wang is a Director and President of SCGE GenPar.  By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Common Stock of the Company held by SCGE Fund.
 
 
 

 
 
8
 
 
 
CUSIP No. 03783C100
 
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
 
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.
 
Item 7.
Identification and Classification of the 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.
Certification
 
 
Not Applicable.
 
 
 

 
 
9
 
 
 
CUSIP No. 03783C100

 
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:  April 22, 2016
 

 
 
SCGE GENPAR, LTD.
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
SCGE (LTGP), L.P.
 
 
By:
SCGE GenPar, Ltd., its General Partner
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
SCGE FUND, L.P.
 
 
By:
SCGE (LTGP), L.P., its General Partner
 
 
By:
SCGE GenPar, Ltd., its General Partner
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
SCGE MANAGEMENT, L.P.
 
 
By:
SCGE GenPar, Ltd., its General Partner
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
/s/ Jeffrey Wang
 
Jeffrey Wang
 
 
 

 
 
10
 
 
 
CUSIP No. 03783C100
 

 
EXHIBIT A
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of AppFolio, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of April 22, 2016.
 
 

 
 
SCGE GENPAR, LTD.
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
SCGE (LTGP), L.P.
 
 
By:
SCGE GenPar, Ltd., its General Partner
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
SCGE FUND, L.P.
 
 
By:
SCGE (LTGP), L.P., its General Partner
 
 
By:
SCGE GenPar, Ltd., its General Partner
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
SCGE MANAGEMENT, L.P.
 
 
By:
SCGE GenPar, Ltd., its General Partner
 
 
By:
/s/ Jeffrey Wang
   
Name:  Jeffrey Wang
Title:    Director
 
 
 
/s/ Jeffrey Wang
 
Jeffrey Wang
 
 
 
 
 
 
11