| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Apigee Corp [ APIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $7.41 | 08/27/2015 | A | 52,500 | (1) | 08/26/2025 | Common Stock | 52,500 | $0 | 52,500 | D | ||||
| Restricted Stock Unit | (2) | 08/27/2015 | A | 8,750 | (3) | (2) | Common Stock | 8,750 | $0 | 8,750 | D | ||||
| Employee Stock Option (Right to Buy) | $0.69 | (4) | 02/13/2022 | Common Stock | 38,815 | 38,815 | D | ||||||||
| Employee Stock Option (Right to Buy) | $0.69 | (5) | 04/23/2022 | Common Stock | 108,686 | 108,686 | D | ||||||||
| Employee Stock Option (Right to Buy) | $4.11 | (6) | 09/02/2023 | Common Stock | 3,289 | 3,289 | D | ||||||||
| Employee Stock Option (Right to Buy) | $12.7 | (7) | 10/24/2024 | Common Stock | 9,868 | 9,868 | D | ||||||||
| Explanation of Responses: |
| 1. One-fourth of the shares underlying the option vest on November 17, 2016 and one sixteenth of the shares vest quarterly thereafter, assuming reporting person is in service with issuer on vesting date(s). |
| 2. Each restricted stock unit represents a contingent right to receive one share of Apigee Corporation common stock in settlement upon vesting. The restricted stock units vest on specific dates and do not have an expiration date. |
| 3. One-fourth of the shares underlying the restricted stock unit vest annually for four years beginning on November 17, 2016, assuming reporting person is in service with issuer on vesting date(s). |
| 4. An option to purchase 77,631 shares was granted on February 14, 2012 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares underlying the option vested on September 16, 2012 and one forty-eighth of the shares vest monthly thereafter, assuming reporting person is in service with issuer on vesting date(s). |
| 5. One-half of the shares underlying the option vested on April 27, 2014 and one forty-eighth of the shares vest monthly thereafter, assuming reporting person is in service with issuer on vesting date(s). |
| 6. One-fourth of the shares underlying the option vested on June 26, 2014 and one forty-eighth of the shares vest monthly thereafter, assuming reporting person is in service with issuer on vesting date(s). |
| 7. One-fourth of the shares underlying the option vest on October 20, 2015 and one forty-eighth of the shares vest monthly thereafter, assuming reporting person is in service with issuer on vesting date(s). |
| /s/ Stacey Giamalis, by power of attorney | 08/31/2015 | |
| ** 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). | ||
| 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. | ||