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^*

Ramaswamy Shankar

(Last)

(First)

(Middle)

C/O APIGEE CORPORATION

10 S. ALMADEN BLVD., 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)
	VP of Engineering & Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2015

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)

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)	$7.41	08/27/2015		A		75,000		⁽¹⁾	08/26/2025	Common Stock	75,000	$0	75,000	D
Restricted Stock Unit	⁽²⁾	08/27/2015		A		12,500		⁽³⁾	⁽²⁾	Common Stock	12,500	$0	12,500	D
Restricted Stock Unit	⁽²⁾	08/27/2015		A		100,000		⁽⁴⁾	⁽²⁾	Common Stock	100,000	$0	100,000	D
Employee Stock Option (Right to Buy)	$3.65							⁽⁵⁾	06/25/2023	Common Stock	23,684		23,684	D
Employee Stock Option (Right to Buy)	$4.11							⁽⁶⁾	10/13/2023	Common Stock	19,736		19,736	D
Employee Stock Option (Right to Buy)	$12.7							⁽⁷⁾	10/24/2024	Common Stock	100,174		100,174	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. One-half of the shares underlying the restricted stock unit vest on May 17, 2016, and the remaining one-half vest annually in four equal installments thereafter, assuming reporting person is in service with issuer on vesting date(s).

5. One-fourth of the shares underlying the option vested on June 17, 2014 and one forty-eighth of the shares vest monthly thereafter, assuming reporting person is in service with issuer on vesting date(s).

6. 37.5% of the shares underlying the option vested on March 13, 2015 and the remaining shares vest in thirty equal monthly installments 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).
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