SEC Form 4 · accession 0000899243-16-033582
Apigee Corp · APIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shankar Ramaswamy
Officer — VP of Engineering & Operations
Period of report
Nov 10, 2016
Accepted (ET)
Nov 15, 2016 · 6:55 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 | 146,079 | — | 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 | $3.65 | Nov 10, 2016 | D | 23,684 | D | — | Jun 25, 2023 | Common Stock | 23,684 | 0 | D |
| Employee Stock Option (right to buy)F7,F6 | $4.11 | Nov 10, 2016 | D | 19,736 | D | — | Oct 13, 2023 | Common Stock | 19,736 | 0 | D |
| Employee Stock Option (right to buy)F9,F8 | $12.70 | Nov 10, 2016 | D | 100,174 | D | — | Oct 24, 2024 | Common Stock | 100,174 | 0 | D |
| Employee Stock Option (right to buy)F11,F10 | $7.41 | Nov 10, 2016 | D | 75,000 | D | — | Aug 26, 2025 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Includes 112,500 shares represented by restricted stock units, or RSUs, of which 62,500 RSUs were previously reported in Table II.
- F10The 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.
- F11Pursuant to the Merger Agreement, the 75,000 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 number of 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.
- 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 June 26, 2013 and provided for vesting of one-fourth of the shares underlying the option on June 17, 2014 and one forty-eighth of shares vest monthly thereafter.
- F5Pursuant to the Merger Agreement, the 19,736 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 3,948 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.
- F6The option was granted on October 14, 2013 and provided for vesting of 37.5% of the shares underlying the option on March 13, 2015 and the remaining shares vest in thirty equal monthly installments thereafter.
- F7Pursuant to the Merger Agreement, the 14,308 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 5,428 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 Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
- F8The 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.
- F9Pursuant to the Merger Agreement, the 50,086 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 50,088 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 Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.