0000899243-16-033577.txt : 20161115 0000899243-16-033577.hdr.sgml : 20161115 20161115185311 ACCESSION NUMBER: 0000899243-16-033577 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161110 FILED AS OF DATE: 20161115 DATE AS OF CHANGE: 20161115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apigee Corp CENTRAL INDEX KEY: 0001324772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 201367539 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 10 SOUTH ALMADEN BLVD. STREET 2: 16TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 408-343-7300 MAIL ADDRESS: STREET 1: 10 SOUTH ALMADEN BLVD. STREET 2: 16TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: Sonoa Systems Inc DATE OF NAME CHANGE: 20050425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wan Tim M CENTRAL INDEX KEY: 0001546605 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37346 FILM NUMBER: 162000999 MAIL ADDRESS: STREET 1: 2601 ELLIOTT AVENUE STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-10 1 0001324772 Apigee Corp APIC 0001546605 Wan Tim M C/O APIGEE CORPORATION 10 S. ALMADEN BOULEVARD, 16TH FLOOR SAN JOSE CA 95113 0 1 0 0 Chief Financial Officer Common Stock 2016-11-10 4 D 0 82167 D 0 D Employee Stock Option (right to buy) 7.41 2016-11-10 4 D 0 52500 D 2025-08-26 Common Stock 52500 0 D Employee Stock Option (right to buy) 12.96 2016-11-10 4 D 0 30000 D 2016-06-21 Common Stock 30000 0 D Includes 68,750 shares represented by restricted stock units, or RSUs, of which 23,750 RSUs were previously reported in Table II. 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. 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. 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. Pursuant to the Merger Agreement, the 52,500 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, subject to acceleration as provided in the April 8, 2015 confirmatory offer letter. 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. Pursuant to the Merger Agreement, the 30,000 unvested option shares shall be assumed by Google and converted into the 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, subject to acceleration as provided in the April 8, 2015 confirmatory offer letter. /s/ Stacey Giamalis, by power of attorney 2016-11-15