SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(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 the disclosures provided in a prior cover page.

The information required in 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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following pages)

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AppFolio, Inc.

50 Castilian Drive

Goleta, CA 93117

This Schedule 13G is being jointly filed by Clarity Ventures, L.P. (“Clarity LP”), Meadowridge Ventures, L.P. (“Meadowridge”), and Clarity Ventures, Inc. ("Clarity GP" and together with Clarity LP and Meadowridge, the “Entities”); the Steven L. Karan Revocable Trust dated the 29th day of October, 2014 (“Karan Trust”) and the Hughes Family Trust dated 8/7/03 (“HFT” and together with the Karan Trust, the “Trusts”); and Steven L. Karan and Jason F. Hughes (collectively, the “Individuals” and together with the Entities and the Trusts, the “Reporting Persons”) with respect to shares of Class A Common Stock, par value $0.0001 of AppFolio, Inc.

The address of the principal business office of the Reporting Persons is:

1482 East Valley Road, Suite 300

Santa Barbara, CA 93108.

Clarity LP and Meadowridge are Delaware limited partnerships.  Clarity GP is a Delaware corporation. The Trusts are organized in California.  The Individuals are citizens of the United States of America.

Class A Common stock, par value $0.0001.

03783C100

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

A.

Clarity Ventures, L.P.

(a)

Amount beneficially owned:  5,000

 

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(b)

Percent of Class:  0.1%

(c)

Number of shares as to which Clarity LP has:

(i)

Sole power to vote or to direct the vote:  0

(ii)

Shared power to vote or to direct the vote:  5,000

(iii)

Sole power to dispose or to direct the disposition of:  0

(iv)

Shared power to dispose or to direct the disposition of:  5,000

B.

Meadowridge Ventures, L.P.

(a)

Amount beneficially owned:  5,700

(b)

Percent of Class:  0.1%

(c)

Number of shares as to which Meadowridge has:

(i)

Sole power to vote or to direct the vote:  0

(ii)

Shared power to vote or to direct the vote:  5,700

(iii)

Sole power to dispose or to direct the disposition of:  0

(iv)

Shared power to dispose or to direct the disposition of:  5,700

C.

Steven L. Karan Revocable Trust dated the 29th day of October, 2014

(a)

Amount beneficially owned:  557,654

(b)

Percent of Class:  6.7%

(c)

Number of shares as to which the Karan Trust has:

(i)

Sole power to vote or to direct the vote:  0

(ii)

Shared power to vote or to direct the vote:  557,654

(iii)

Sole power to dispose or to direct the disposition of:  0

(iv)

Shared power to dispose or to direct the disposition of:  557,654

D.

Hughes Family Trust dated 8/7/03

(a)

Amount beneficially owned:  45,264

(b)

Percent of Class:  0.6%

(c)

Number of shares as to which HFT has:

(i)

Sole power to vote or to direct the vote:  0

(ii)

Shared power to vote or to direct the vote:  45,264

(iii)

Sole power to dispose or to direct the disposition of:  0

(iv)

Shared power to dispose or to direct the disposition of:  45,264

E.

Steven L. Karan

(a)

Amount beneficially owned:  862,119

(b)

Percent of Class:  10.1%

(c)

Number of shares as to which Mr. Karan has:

(i)

Sole power to vote or to direct the vote:  293,765

(ii)

Shared power to vote or to direct the vote:  568,354

(iii)

Sole power to dispose or to direct the disposition of:  293,765

(iv)

Shared power to dispose or to direct the disposition of:  568,354

F.

Jason F. Hughes

(a)

Amount beneficially owned:  95,431

 

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(b)

Percent of Class:  1.2%

(c)

Number of shares as to which Mr. Hughes has:

(i)

Sole power to vote or to direct the vote:  39,467

(ii)

Shared power to vote or to direct the vote:  55,964

(iii)

Sole power to dispose or to direct the disposition of:  39,467

(iv)

Shared power to dispose or to direct the disposition of:  55,964

G.

Clarity Ventures, Inc.

(a)

Amount beneficially owned:  10,700

(b)

Percent of Class:  0.1%

(c)

Number of shares as to which Clarity GP has:

(i)

Sole power to vote or to direct the vote:  0

(ii)

Shared power to vote or to direct the vote:  10,700

(iii)

Sole power to dispose or to direct the disposition of:  0

(iv)

Shared power to dispose or to direct the disposition of:  10,700

The percentage ownership for each of the Reporting Persons is based on 7,821,666 shares of the Issuer’s Class A Common Stock, par value $0.0001 ("Class A Shares"), issued and outstanding on October 25, 2015, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2015, filed by the Issuer with the U.S. Securities and Exchange Commission on November 9, 2015.

Clarity LP directly owns 5,000 Class A Shares.  Meadowridge directly owns 5,700 Class A Shares.  Clarity LP and Meadowridge are controlled by Clarity GP, their general partner. Accordingly, Clarity GP may be deemed to beneficially own the shares of common stock held by Meadowridge and Clarity LP. As President and 100% owner of Clarity GP, Steven L. Karan may be deemed to beneficially own the shares held by Meadowridge and Clarity LP because he has the ultimate voting and dispositive power over such shares.  In addition, as an authorized officer of Clarity GP, Jason F. Hughes may also be deemed to beneficially own the shares held by Meadowridge and Clarity LP because he shares voting and dispositive power over such shares.

The Karan Trust directly owns 0 Class A Shares and 557,654 shares of the Issuer's Class B Common Stock, par value $0.0001 per share ("Class B Shares").  As the Trustee of the Karan Trust, Steven L. Karan may be deemed to beneficially own the shares held by the Karan Trust because he has the ultimate voting and dispositive power over such shares. 

HFT directly owns 0 Class A Shares and 45,264 Class B Shares.  As a Co-Trustee of HFT, Jason F. Hughes may be deemed to beneficially own the shares held by HFT because he has the ultimate voting and dispositive power over such shares. 

Steven L. Karan directly owns 175,025 Class A Shares and 118,740 Class B Shares.  Jason F. Hughes directly owns 12,890 Class A Shares and 26,577 Class B Shares.

 

Clarity GP does not directly own any Class A Shares or Class B Shares.

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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.

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.

For a list of the members of the group filing this Schedule 13G, refer to Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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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:  December 30, 2015

[Signature page to Schedule 13G]

 

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	Clarity Ventures, Inc.
	By:	/s/ Steven L. Karan
	Name: Steven L. Karan
	Title: President

 

 

 

[Signature page to Schedule 13G]

 

 

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LIST OF EXHIBITS

 

Exhibit No.	Description
A	Group Members
B	Joint Filing Agreement

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Exhibit A

Group Members

Clarity Ventures, L.P.

Meadowridge Ventures, L.P.

Steven L. Karan Revocable Trust dated the 29th day of October, 2014

Hughes Family Trust dated 8/7/03

Steven L. Karan

Jason F. Hughes

Clarity Ventures, Inc.

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Exhibit B

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share of AppFolio, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature pages follow]

 

 

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IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 30, 2015.

 

[Signature Page to Joint Filing Agreement to Schedule 13G]

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[Signature Page to Joint Filing Agreement to Schedule 13G]

 

 

 

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