SEC FORM 4/A

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

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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^*

Norwest Venture Partners IX, LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/01/2015

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/29/2015		C		4,976,891	A	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	4,976,891	D
Common Stock	04/29/2015		C		873,561	A	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	873,561	I	By Limited Partnership⁽¹⁰⁾
Common Stock	04/29/2015		C		423,812	A	⁽⁸⁾	423,812	I	By Limited Partnership⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽²⁾	⁽²⁾	04/29/2015		C			719,441	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	907,306	$0.00	0	D
Series B Convertible Preferred Stock⁽³⁾	⁽³⁾	04/29/2015		C			492,945	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	671,982	$0.00	0	D
Series C Convertible Preferred Stock⁽⁴⁾	⁽⁴⁾	04/29/2015		C			936,231	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	936,231	$0.00	0	D
Series D Convertible Preferred Stock⁽⁵⁾	⁽⁵⁾	04/29/2015		C			570,623	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	570,623	$0.00	0	D
Series E Convertible Preferred Stock⁽⁶⁾	⁽⁶⁾	04/29/2015		C			578,462	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	578,462	$0.00	0	D
Series F Convertible Preferred Stock⁽⁷⁾	⁽⁷⁾	04/29/2015		C			468,039	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	468,039	$0.00	0	D
Series G Convertible Preferred Stock⁽⁸⁾	⁽⁸⁾	04/29/2015		C			503,059	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	503,059	$0.00	0	D
Series H Convertible Preferred Stock⁽⁹⁾	⁽⁹⁾	04/29/2015		C			329,172	⁽⁹⁾	⁽⁹⁾	Common Stock⁽¹⁾	341,189	$0.00	0	D
Series A Convertible Preferred Stock⁽²⁾	⁽²⁾	04/29/2015		C			124,283	⁽²⁾	⁽²⁾	Common Stock	156,736	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series B Convertible Preferred Stock⁽³⁾	⁽³⁾	04/29/2015		C			85,156	⁽³⁾	⁽³⁾	Common Stock	116,084	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series C Convertible Preferred Stock⁽⁴⁾	⁽⁴⁾	04/29/2015		C			161,733	⁽⁴⁾	⁽⁴⁾	Common Stock	161,733	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series D Convertible Preferred Stock⁽⁵⁾	⁽⁵⁾	04/29/2015		C			103,472	⁽⁵⁾	⁽⁵⁾	Common Stock	103,472	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series E Convertible Preferred Stock⁽⁶⁾	⁽⁶⁾	04/29/2015		C			104,894	⁽⁶⁾	⁽⁶⁾	Common Stock	104,894	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series F Convertible Preferred Stock⁽⁷⁾	⁽⁷⁾	04/29/2015		C			82,113	⁽⁷⁾	⁽⁷⁾	Common Stock	82,113	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series G Convertible Preferred Stock⁽⁸⁾	⁽⁸⁾	04/29/2015		C			88,320	⁽⁸⁾	⁽⁸⁾	Common Stock	88,320	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series H Convertible Preferred Stock⁽⁹⁾	⁽⁹⁾	04/29/2015		C			58,088	⁽⁹⁾	⁽⁹⁾	Common Stock	60,209	$0.00	0	I	By Limited Partnership⁽¹⁰⁾
Series G Convertible Preferred Stock⁽⁸⁾	⁽⁸⁾	04/29/2015		C			423,812	⁽⁸⁾	⁽⁸⁾	Common Stock	423,812	$0.00	0	I	By Limited Partnership⁽¹¹⁾

1. Name and Address of Reporting Person^*

Norwest Venture Partners IX, LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crowe Jeffrey

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Howard Matthew D.

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NORWEST VENTURE PARTNERS VIII LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Norwest Venture Partners XI, LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities shown on Line 1 of Table 1 and Lines 1 through 8 of Table 2 represent securities held of record by Norwest Venture Partners IX, LP ("NVP IX"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP IX, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

2. The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1.261 for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

3. The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1.363 for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

4. The Series C Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

5. The Series D Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

6. The Series E Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

7. The Series F Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

8. The Series G Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

9. The Series H Convertible Preferred Stock automatically converted into Common Stock on a 1.037 for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.

10. The securities shown on Line 2 of Table 1 and Lines 9 through 16 of Table 2 represent securities held of record by Norwest Venture Partners VIII, LP ("NVP VIII"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VIII, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

11. The securities shown on Line 3 of Table 1 and Line 17 of Table 2 represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

Remarks:

	By: /s/ Kurt Betcher, as Attorney-in-fact	05/01/2015
	** 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 4 (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).
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