SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kapoor Chetan (Last) (First) (Middle) C/O APIGEE CORPORATION 10 S. ALMADEN BOULEVARD, 16TH FLOOR (Street) SAN JOSE CA 95113 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Apigee Corp [ APIC ]	5. 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
	3. Date of Earliest Transaction (Month/Day/Year) 11/10/2016
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/10/2016		D		78,630(1)	D	(2)(3)	0	D
Common Stock	11/10/2016		D		530,390	D	(3)	0	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$1.07	11/10/2016		D			434,827	(5)	01/09/2017	Common Stock	434,827	(6)	0	D
Employee Stock Option (right to buy)	$0.46	11/10/2016		D			12,747	(5)	12/20/2020	Common Stock	12,747	(7)	0	D
Employee Stock Option (right to buy)	$0.46	11/10/2016		D			39,696	(5)	08/15/2021	Common Stock	39,696	(8)	0	D
Employee Stock Option (right to buy)	$0.69	11/10/2016		D			92,105	(9)	04/23/2022	Common Stock	92,105	(10)	0	D
Employee Stock Option (right to buy)	$4.11	11/10/2016		D			278,316	(11)	10/13/2023	Common Stock	278,316	(12)	0	D
Employee Stock Option (right to buy)	$12.7	11/10/2016		D			98,684	(13)	10/24/2024	Common Stock	98,684	(14)	0	D
Employee Stock Option (right to buy)	$7.41	11/10/2016		D			225,000	(15)	08/26/2025	Common Stock	225,000	(16)	0	D
Employee Stock Option (right to buy)	$12.96	11/10/2016		D			225,000	(17)	06/21/2026	Common Stock	225,000	(16)	0	D

Explanation of Responses:

1. Includes 77,500 shares represented by restricted stock units, or RSUs, of which 37,500 RSUs were previously reported in Table II.

2. Pursuant to the merger agreement between the Issuer and Google Inc. dated September 7, 2016 (the "Merger Agreement"), the RSUs will be assumed by Google and converted into Google restricted stock units in respect of that number of shares of Alphabet Class C Capital Stock equal to the product of (x) the number of shares of Issuer common stock underlying the RSUs multiplied by (y) 0.0225405.

3. At the effective time of the merger, each share of Issuer common stock was cancelled in exchange for a cash payment of $17.40 per share.

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

5. Shares subject to the option are fully vested and immediately exercisable.

6. Pursuant to the Merger Agreement, the 434,827 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share).

7. Pursuant to the Merger Agreement, the 12,747 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share).

8. Pursuant to the Merger Agreement, the 39,696 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share).

9. The option was granted on April 24, 2012 and provided for vesting of the shares underlying the option in forty-eight equal monthly installments beginning on February 1, 2014.

10. Pursuant to the Merger Agreement, the 65,241 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share) and the 26,864 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the number of unvested option shares (the "Unvested Option Consideration"), with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.

11. The option was granted on October 14, 2013 and provided for vesting of the shares underlying the option in forty-eight equal monthly installments beginning on June 1, 2014.

12. Pursuant to the Merger Agreement, the 243,526 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y)the number of cancelled option shares (rounded down to the nearest whole share) and the 34,790 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.

13. The option was granted on October 25, 2014 and provided for vesting of the shares underlying the option in three equal annual installments beginning on October 20, 2015.

14. Pursuant to the Merger Agreement, the 65,789 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share) and the 32,895 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.

15. The option was granted on August 27, 2015 and provided for vesting of one-fourth of the shares underlying the option on November 17, 2016 and one-sixteenth of the shares vest quarterly thereafter.

16. Pursuant to the Merger Agreement, the 225,000 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.

17. The option was granted on June 21, 2016 and provided for vesting of one-fourth of the shares underlying the option on June 21, 2017 and one-sixteenth of the shares vest quarterly thereafter.

Remarks:

	/s/ Stacey Giamalis, by power of attorney	11/15/2016
	** Signature of Reporting Person	Date
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