SEC Form 4 · accession 0001209191-15-038107
Apigee Corp · APIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NORWEST VENTURE PARTNERS VIII LP
10% Owner
Norwest Venture Partners IX, LP
10% Owner
Norwest Venture Partners XI, LP
10% Owner
Jeffrey Crowe
10% Owner
Matthew D. Howard
10% Owner
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 5:54 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,F6,F7,F8,F9 | Apr 29, 2015 | C | 4,976,891 | — | A | 4,976,891 | D | |
| Common StockF2,F3,F4,F5,F6,F7,F8,F9,F10 | Apr 29, 2015 | C | 873,561 | — | A | 873,561 | I | By Limited Partnership |
| Common StockF9,F11 | Apr 29, 2015 | C | 423,812 | — | A | 423,812 | I | By Limited Partnership |
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 StockF2,F1 | — | Apr 29, 2015 | C | 719,441 | D | — | — | Common Stock | 907,306 | 0 | D |
| Series B Convertible Preferred StockF3,F1 | — | Apr 29, 2015 | C | 492,945 | D | — | — | Common Stock | 671,982 | 0 | D |
| Series C Convertible Preferred StockF4,F1 | — | Apr 29, 2015 | C | 936,231 | D | — | — | Common Stock | 936,231 | 0 | D |
| Series D Convertible Preferred StockF5,F1 | — | Apr 29, 2015 | C | 570,623 | D | — | — | Common Stock | 570,623 | 0 | D |
| Series E Convertible Preferred StockF6,F1 | — | Apr 29, 2015 | C | 578,462 | D | — | — | Common Stock | 578,462 | 0 | D |
| Series F Convertible Preferred StockF7,F1 | — | Apr 29, 2015 | C | 468,039 | D | — | — | Common Stock | 468,039 | 0 | D |
| Series G Convertible Preferred StockF8,F1 | — | Apr 29, 2015 | C | 503,059 | D | — | — | Common Stock | 503,059 | 0 | D |
| Series H Convertible Preferred StockF9,F1 | — | Apr 29, 2015 | C | 329,172 | D | — | — | Common Stock | 341,189 | 0 | D |
| Series A Convertible Preferred StockF2,F10 | — | Apr 29, 2015 | C | 124,283 | D | — | — | Common Stock | 156,736 | 0 | I |
| Series B Convertible Preferred StockF3,F10 | — | Apr 29, 2015 | C | 85,156 | D | — | — | Common Stock | 116,084 | 0 | I |
| Series C Convertible Preferred StockF4,F10 | — | Apr 29, 2015 | C | 161,733 | D | — | — | Common Stock | 161,733 | 0 | I |
| Series D Convertible Preferred StockF5,F10 | — | Apr 29, 2015 | C | 103,472 | D | — | — | Common Stock | 103,472 | 0 | I |
| Series E Convertible Preferred StockF6,F10 | — | Apr 29, 2015 | C | 104,894 | D | — | — | Common Stock | 104,894 | 0 | I |
| Series F Convertible Preferred StockF7,F10 | — | Apr 29, 2015 | C | 82,113 | D | — | — | Common Stock | 82,113 | 0 | I |
| Series G Convertible Preferred StockF8,F10 | — | Apr 29, 2015 | C | 88,320 | D | — | — | Common Stock | 88,320 | 0 | I |
| Series H Convertible Preferred StockF9,F10 | — | Apr 29, 2015 | C | 58,088 | D | — | — | Common Stock | 60,209 | 0 | I |
| Series G Convertible Preferred StockF8,F11 | — | Apr 29, 2015 | C | 423,812 | D | — | — | Common Stock | 423,812 | 0 | I |
Explanation of responses
- F1The securities shown on Line 1 of Table 1 and Lines 1 through 8 of Table 2 represent securities held of record by Norwest Venture Partners IX, LP ("NVP IX"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP IX, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F10The securities shown on Line 2 of Table 1 and Lines 9 through 16 of Table 2 represent securities held of record by Norwest Venture Partners VIII, LP ("NVP VIII"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VIII, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F11The securities shown on Line 3 of Table 1 and Line 17 of Table 2 represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F2The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1.261 for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F3The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1.363 for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F4The Series C Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F5The Series D Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F6The Series E Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F7The Series F Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F8The Series G Convertible Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.
- F9The Series H Convertible Preferred Stock automatically converted into Common Stock on a 1.037 for one basis immediately prior to completion of the Issuer's initial public offering of common stock and had no expiration date.