SEC Form 4 · accession 0001209191-15-074155
Apple Inc. · AAPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey E Williams
Officer — Senior Vice President
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 6:36 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,F2 | Oct 1, 2015 | M | 92,764 | — | A | 95,632 | D | |
| Common StockF3 | Oct 1, 2015 | F | 45,891 | $109.58 | D | 49,741 | D | |
| Common StockF4,F5 | Oct 2, 2015 | S | 42,573 | $110.44 | D | 7,168 | D | |
| Common StockF4,F6 | Oct 2, 2015 | S | 4,300 | $110.94 | D | 2,868 | 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,F7,F8,F9,F10 | — | Oct 1, 2015 | M | 92,764 | D | — | — | Common Stock | 92,764 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.
- F10Apple needed to achieve a TSR of at least 52.73% to rank at or above the 85th percentile for companies in the S&P 500 for the performance period. Apple's TSR for the two-year period was 71.35%, which ranked 38th of the 478 companies that were included in the S&P 500 for the period and placed Apple in the 92nd percentile. Therefore, 92,764 RSUs subject to performance requirements vested.
- F2The number of securities reported reflects the acquisition on January 31, 2015 of 260 shares of Apple Inc.'s common stock pursuant to the Apple Inc. Amended Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of August 1, 2014 through January 31, 2015.
- F3Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units.
- F4This transaction was made pursuant to a Rule10b5-1 trading plan adopted by the reporting person on May 29, 2015.
- F5This transaction was executed in multiple trades at prices ranging from $109.92 to $110.91; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the Registrant, or a security holder of the Registrant.
- F6This transaction was executed in multiple trades at prices ranging from $110.92 to $111.01; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the Registrant, or a security holder of the Registrant.
- F7This award was granted on March 3, 2014, for a "target number" of 46,382 restricted stock units (adjusted for Apple's 7:1 stock split in June 2014). Between 0% and 200% of the target number of units would vest on October 1, 2015, with the vesting percentage determined based on Apple's total shareholder return (TSR) relative to the other companies in the S&P 500 from September 29, 2013 through September 26, 2015.
- F8TSR is calculated based on the change in a company's stock price during the two-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 29, 2013. Apple's beginning value was calculated to be $68.67 (adjusted for dividends and Apple's 7:1 stock split in June 2014). Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 26, 2015. Apple's ending value was calculated to be $117.67 (adjusted for dividends).
- F9This award provided that if Apple's relative TSR performance is ranked at or above 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 or above the 55th percentile, 100% of the target number of RSUs vest. If Apple's performance is ranked at or above 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.
Remarks
Exhibit 24 - Power of Attorney