SEC Form 4 · accession 0000899243-16-033576
Apigee Corp · APIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chetan Kapoor
Officer — CEO and President · Director
Period of report
Nov 10, 2016
Accepted (ET)
Nov 15, 2016 · 6:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001324772
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 10, 2016 | D | 78,630 | — | D | 0 | D | |
| Common StockF3,F4 | Nov 10, 2016 | D | 530,390 | — | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6,F5 | $1.07 | Nov 10, 2016 | D | 434,827 | D | — | Jan 9, 2017 | Common Stock | 434,827 | 0 | D |
| Employee Stock Option (right to buy)F7,F5 | $0.46 | Nov 10, 2016 | D | 12,747 | D | — | Dec 20, 2020 | Common Stock | 12,747 | 0 | D |
| Employee Stock Option (right to buy)F8,F5 | $0.46 | Nov 10, 2016 | D | 39,696 | D | — | Aug 15, 2021 | Common Stock | 39,696 | 0 | D |
| Employee Stock Option (right to buy)F10,F9 | $0.69 | Nov 10, 2016 | D | 92,105 | D | — | Apr 23, 2022 | Common Stock | 92,105 | 0 | D |
| Employee Stock Option (right to buy)F12,F11 | $4.11 | Nov 10, 2016 | D | 278,316 | D | — | Oct 13, 2023 | Common Stock | 278,316 | 0 | D |
| Employee Stock Option (right to buy)F14,F13 | $12.70 | Nov 10, 2016 | D | 98,684 | D | — | Oct 24, 2024 | Common Stock | 98,684 | 0 | D |
| Employee Stock Option (right to buy)F16,F15 | $7.41 | Nov 10, 2016 | D | 225,000 | D | — | Aug 26, 2025 | Common Stock | 225,000 | 0 | D |
| Employee Stock Option (right to buy)F16,F17 | $12.96 | Nov 10, 2016 | D | 225,000 | D | — | Jun 21, 2026 | Common Stock | 225,000 | 0 | D |
Explanation of responses
- F1Includes 77,500 shares represented by restricted stock units, or RSUs, of which 37,500 RSUs were previously reported in Table II.
- F10Pursuant to the Merger Agreement, the 65,241 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 26,864 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.
- F11The option was granted on October 14, 2013 and provided for vesting of the shares underlying the option in forty-eight equal monthly installments beginning on June 1, 2014.
- F12Pursuant to the Merger Agreement, the 243,526 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 34,790 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.
- F13The option was granted on October 25, 2014 and provided for vesting of the shares underlying the option in three equal annual installments beginning on October 20, 2015.
- F14Pursuant to the Merger Agreement, the 65,789 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 32,895 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.
- F15The 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.
- F16Pursuant to the Merger Agreement, the 225,000 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.
- F17The 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.
- F2Pursuant 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.
- F3At 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.
- F4The reported shares are held of record by the Kapoor Family Trust dated March 15, 2002 for which Mr. Kapoor serves as a trustee.
- F5Shares subject to the option are fully vested and immediately exercisable.
- F6Pursuant to the Merger Agreement, the 434,827 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).
- F7Pursuant to the Merger Agreement, the 12,747 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).
- F8Pursuant to the Merger Agreement, the 39,696 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).
- F9The option was granted on April 24, 2012 and provided for vesting of the shares underlying the option in forty-eight equal monthly installments beginning on February 1, 2014.