SEC Form 4 · accession 0001209191-15-037005
Apigee Corp · APIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BAY PARTNERS X ENTREPRENEURS FUND LP
10% Owner
BAY PARTNERS X LP
10% Owner
Stuart G Phillips
10% Owner
Bay Management Co X, LLC
10% Owner
Period of report
Apr 29, 2015
Accepted (ET)
Apr 29, 2015 · 4:31 pm EDT
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,F4,F5 | Apr 29, 2015 | C | 4,213,153 | — | A | 4,213,153 | I | See footnote |
| Common StockF1,F2,F3,F4,F6 | Apr 29, 2015 | C | 233,439 | — | A | 233,439 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F5 | — | Apr 29, 2015 | C | 1,039,249 | D | — | — | Common Stock | 1,039,249 | 0 | I |
| Series A Convertible Preferred StockF1,F6 | — | Apr 29, 2015 | C | 57,583 | D | — | — | Common Stock | 57,583 | 0 | I |
| Series B Convertible Preferred StockF2,F5 | — | Apr 29, 2015 | C | 769,704 | D | — | — | Common Stock | 769,704 | 0 | I |
| Series B Convertible Preferred StockF2,F6 | — | Apr 29, 2015 | C | 42,647 | D | — | — | Common Stock | 42,647 | 0 | I |
| Series C Convertible Preferred StockF3,F5 | — | Apr 29, 2015 | C | 813,754 | D | — | — | Common Stock | 813,754 | 0 | I |
| Series C Convertible Preferred StockF3,F6 | — | Apr 29, 2015 | C | 45,088 | D | — | — | Common Stock | 45,088 | 0 | I |
| Series D Convertible Preferred StockF3,F5 | — | Apr 29, 2015 | C | 502,968 | D | — | — | Common Stock | 502,968 | 0 | I |
| Series D Convertible Preferred StockF3,F6 | — | Apr 29, 2015 | C | 27,868 | D | — | — | Common Stock | 27,868 | 0 | I |
| Series E Convertible Preferred StockF3,F5 | — | Apr 29, 2015 | C | 422,540 | D | — | — | Common Stock | 422,540 | 0 | I |
| Series E Convertible Preferred StockF3,F6 | — | Apr 29, 2015 | C | 23,412 | D | — | — | Common Stock | 23,412 | 0 | I |
| Series F Convertible Preferred StockF3,F5 | — | Apr 29, 2015 | C | 428,827 | D | — | — | Common Stock | 428,827 | 0 | I |
| Series F Convertible Preferred StockF3,F6 | — | Apr 29, 2015 | C | 23,760 | D | — | — | Common Stock | 23,760 | 0 | I |
| Series G Convertible Preferred StockF3,F5 | — | Apr 29, 2015 | C | 189,245 | D | — | — | Common Stock | 189,245 | 0 | I |
| Series G Convertible Preferred StockF3,F6 | — | Apr 29, 2015 | C | 10,485 | D | — | — | Common Stock | 10,485 | 0 | I |
| Series H Convertible Preferred StockF4,F5 | — | Apr 29, 2015 | C | 46,866 | D | — | — | Common Stock | 46,866 | 0 | I |
| Series H Convertible Preferred StockF4,F6 | — | Apr 29, 2015 | C | 2,596 | D | — | — | Common Stock | 2,596 | 0 | I |
Explanation of responses
- F1The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1.261 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
- F2The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1.363 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
- F3The Series C, D, E, F and G Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
- F4The Series H Convertible Preferred Stock automatically convert into Common Stock on a 1:1.037 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
- F5The reported shares are held of record by Bay Partners X, LP ("Bay Partners"). Bay Management Company X, LLC ("Bay Management") is the general partner of Bay Partners. Neal Dempsey and Stuart G. Phillips, as the co-Managers of Bay Management, share voting and dispositive power with respect to the shares held by Bay Partners. Messrs. Dempsey and Phillips disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
- F6The reported shares are held of record by Bay Partners X Entrepreneurs Fund, LP ("Bay Entrepreneurs"). Bay Management is the general partner of Bay Entrepreneurs. Neal Dempsey and Stuart G. Phillips, as the co-Managers of Bay Management, share voting and dispositive power with respect to the shares held by Bay Entrepreneurs. Messrs. Dempsey and Phillips disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.