SEC Form 4 · accession 0000899243-16-033577
Apigee Corp · APIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tim M Wan
Officer — Chief Financial Officer
Period of report
Nov 10, 2016
Accepted (ET)
Nov 15, 2016 · 6:53 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 | 82,167 | — | D | 0 | D |
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)F5,F4 | $7.41 | Nov 10, 2016 | D | 52,500 | D | — | Aug 26, 2025 | Common Stock | 52,500 | 0 | D |
| Employee Stock Option (right to buy)F7,F6 | $12.96 | Nov 10, 2016 | D | 30,000 | D | — | Jun 21, 2016 | Common Stock | 30,000 | 0 | D |
Explanation of responses
- F1Includes 68,750 shares represented by restricted stock units, or RSUs, of which 23,750 RSUs were previously reported in Table II.
- 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 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.
- F5Pursuant 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.
- F6The 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.
- F7Pursuant 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.