SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kapoor Chetan

(Last)

(First)

(Middle)

C/O APIGEE CORPORATION

10 S. ALMADEN BLVD., 16TH FLOOR

(Street)

SAN JOSE

95113

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2015

3. Issuer Name and Ticker or Trading Symbol
Apigee Corp [ APIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	525,390	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	01/09/2017	Common Stock	434,827	$1.07	D
Employee Stock Option (right to buy)	⁽²⁾	12/20/2020	Common Stock	12,746	$0.46	D
Employee Stock Option (right to buy)	⁽²⁾	08/15/2021	Common Stock	39,693	$0.46	D
Employee Stock Option (right to buy)	⁽³⁾	04/23/2022	Common Stock	92,105	$0.69	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/13/2023	Common Stock	278,316	$4.11	D
Employee Stock Option (right to buy)	⁽⁵⁾	10/24/2024	Common Stock	98,684	$12.7	D

Explanation of Responses:

1. The reported shares are held of record by the Kapoor Family Trust dated March 15, 2002 for which Mr. Kapoor serves as a trustee.

2. The shares underlying the option are fully vested and immediately exercisable.

3. The shares underlying the option vest in forty-eight equal monthly installments beginning on February 1, 2014.

4. The shares underlying the option vest in forty-eight equal monthly installments beginning on June 1, 2014.

5. The shares underlying the option vest in three equal annual installments beginning on October 20, 2015.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Stacey Giamalis, by power of attorney	04/23/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.