SEC Form 4 · accession 0000320193-17-000035
Apple Inc. · AAPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luca Maestri
Officer — Senior Vice President, CFO
Period of report
Oct 1, 2017
Accepted (ET)
Oct 3, 2017 · 6:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000320193
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 1, 2017 | M | 125,494 | — | A | 126,151 | D | |
| Common StockF2 | Oct 1, 2017 | F | 68,686 | $154.12 | D | 57,465 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F3,F4,F5,F6 | — | Oct 1, 2017 | M | 125,494 | D | — | — | Common Stock | 125,494 | 0 | D |
Explanation of responses
- F1Each restricted stock unit (RSU) represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.
- F2Shares withheld by Apple to satisfy tax withholding requirements on vesting of RSUs. No shares were sold.
- F3This award was granted on October 17, 2014, for a target number of 68,576 RSUs. The award vested on October 1, 2017, applying a percentage of the target number of RSUs that was determined based on Apple's total shareholder return (TSR) relative to the other companies in the S&P 500 from September 28, 2014 through September 30, 2017.
- F4TSR is calculated based on the change in a company's stock price during the three-year period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. In accordance with the terms of the award, the beginning value used for calculating TSR is the average closing stock price for the 20 trading days prior to September 28, 2014. Apple's beginning value was calculated to be $100.66. Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 30, 2017. Apple's ending value was calculated to be $166.62 (adjusted for dividends).
- F5This award provided that if Apple's relative TSR performance is ranked at the 85th percentile for companies in the S&P 500 for the performance period, 200% of the target number of RSUs vest. If Apple's performance is ranked at the 55th percentile, 100% of the target number of RSUs vest. If Apple's performance is ranked at the 25th percentile, 25% of the target number of RSUs vest, and if Apple's performance is ranked below the 25th percentile, 0% of the target number of RSUs vest. If Apple's performance is between these levels, the portion of the RSUs that vest is determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.
- F6Apple's TSR for the three-year period was 65.53%, which ranked 92nd of the 451 companies that were included in the S&P 500 for the period and placed Apple in the 80th percentile. Therefore, 125,494 RSUs vested.