SEC Form 4 · accession 0000899243-16-033591
Apigee Corp · APIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William D Jenkins Jr.
Director
Period of report
Nov 10, 2016
Accepted (ET)
Nov 15, 2016 · 7:01 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 | Nov 10, 2016 | D | 3,000 | — | D | 0 | D | |
| Common StockF2,F3 | Nov 10, 2016 | D | 4,350 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $4.11 | Nov 10, 2016 | D | 53,566 | D | — | Feb 13, 2022 | Common Stock | 53,566 | 0 | D |
| Stock Option (right to buy)F5 | $8.20 | Nov 10, 2016 | D | 19,000 | D | — | Jan 13, 2026 | Common Stock | 19,000 | 0 | D |
Explanation of responses
- F1The reported shares are represented by restricted stock units, or RSUs. Pursuant to the merger agreement between the Issuer and Google Inc. dated September 7, 2016 (the "Merger Agreement") and immediately prior to the effective time of the merger, all of the RSUs vested and were settled in shares of Issuer common stock.
- F2At 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.
- F3The reported shares are held of record by the Jenkins 2013 Living Trust for which the reporting person serves as a trustee.
- F4The option, representing the right to purchase 60,616 shares pursuant to which one-fourth of the shares underlying the option vested on August 30, 2014 and one forty-eighth of the shares vest monthly thereafter, was cancelled pursuant to the Merger Agreement, 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.
- F5The option, which provided for vesting of all of the shares underlying the option on January 13, 2017, was cancelled pursuant to the Merger Agreement, 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.