SEC FORM 4

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^*

Jhingran Anant

(Last)

(First)

(Middle)

C/O APIGEE CORPORATION

10 S. ALMADEN BOULEVARD, 16TH FLOOR

(Street)

SAN JOSE

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)

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

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)
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	11/10/2016		D		82,365⁽¹⁾	D	⁽²⁾⁽³⁾	0	D

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)
Employee Stock Option (right to buy)	$0.69	11/10/2016		D			38,816	⁽⁴⁾	02/13/2022	Common Stock	38,816	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$0.69	11/10/2016		D			108,686	⁽⁴⁾	04/23/2022	Common Stock	108,686	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$4.11	11/10/2016		D			3,289	⁽⁷⁾	09/02/2023	Common Stock	3,289	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$12.7	11/10/2016		D			9,868	⁽⁹⁾	10/24/2024	Common Stock	9,868	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$7.41	11/10/2016		D			52,500	⁽¹¹⁾	08/26/2025	Common Stock	52,500	⁽¹²⁾	0	D
Employee Stock Option (right to buy)	$12.96	11/10/2016		D			25,000	⁽¹³⁾	06/21/2026	Common Stock	25,000	⁽¹⁴⁾	0	D

Explanation of Responses:

1. Includes 38,750 shares represented by restricted stock units, or RSUs, of which 8,750 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. Shares subject to the option are fully vested and immediately exercisable.

5. Pursuant to the Merger Agreement, the 38,816 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).

6. Pursuant to the Merger Agreement, the 108,686 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. The option was granted on September 3, 2013 and provided for vesting of one-fourth of the shares underlying the option on June 26, 2014 and one forty-eighth of the shares vest monthly thereafter.

8. Pursuant to the Merger Agreement, the 2,740 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 549 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.

9. The option was granted on October 25, 2014 and provided for vesting of one-fourth of the shares underlying the option on October 20, 2015 and one forty-eighth of the shares vest monthly thereafter.

10. Pursuant to the Merger Agreement, the 4,934 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 4,934 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.

11. 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.

12. 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 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 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.

14. Pursuant to the Merger Agreement, the 25,000 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.

Remarks:

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