4//SEC Filing
Apigee Corp 4
Accession 0000899243-16-033576
CIK 0001324772operating
Filed
Nov 14, 7:00 PM ET
Accepted
Nov 15, 6:52 PM ET
Size
29.8 KB
Accession
0000899243-16-033576
Insider Transaction Report
Form 4
Apigee CorpAPIC
Kapoor Chetan
DirectorCEO and President
Transactions
- Disposition to Issuer
Common Stock
2016-11-10−78,630→ 0 total - Disposition to Issuer
Common Stock
2016-11-10−530,390→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−434,827→ 0 totalExercise: $1.07Exp: 2017-01-09→ Common Stock (434,827 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−12,747→ 0 totalExercise: $0.46Exp: 2020-12-20→ Common Stock (12,747 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−39,696→ 0 totalExercise: $0.46Exp: 2021-08-15→ Common Stock (39,696 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−92,105→ 0 totalExercise: $0.69Exp: 2022-04-23→ Common Stock (92,105 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−278,316→ 0 totalExercise: $4.11Exp: 2023-10-13→ Common Stock (278,316 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−98,684→ 0 totalExercise: $12.70Exp: 2024-10-24→ Common Stock (98,684 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−225,000→ 0 totalExercise: $7.41Exp: 2025-08-26→ Common Stock (225,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-11-10−225,000→ 0 totalExercise: $12.96Exp: 2026-06-21→ Common Stock (225,000 underlying)
Footnotes (17)
- [F1]Includes 77,500 shares represented by restricted stock units, or RSUs, of which 37,500 RSUs were previously reported in Table II.
- [F10]Pursuant to the Merger Agreement, the 65,241 vested option shares were cancelled 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 (rounded down to the nearest whole share) and the 26,864 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the number of unvested option shares (the "Unvested Option Consideration"), with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
- [F11]The option was granted on October 14, 2013 and provided for vesting of the shares underlying the option in forty-eight equal monthly installments beginning on June 1, 2014.
- [F12]Pursuant to the Merger Agreement, the 243,526 vested option shares were cancelled 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 (rounded down to the nearest whole share) and the 34,790 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
- [F13]The option was granted on October 25, 2014 and provided for vesting of the shares underlying the option in three equal annual installments beginning on October 20, 2015.
- [F14]Pursuant to the Merger Agreement, the 65,789 vested option shares were cancelled 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 (rounded down to the nearest whole share) and the 32,895 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
- [F15]The option was granted on August 27, 2015 and provided for vesting of one-fourth of the shares underlying the option on November 17, 2016 and one-sixteenth of the shares vest quarterly thereafter.
- [F16]Pursuant to the Merger Agreement, the 225,000 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
- [F17]The option was granted on June 21, 2016 and provided for vesting of one-fourth of the shares underlying the option on June 21, 2017 and one-sixteenth of the shares vest quarterly thereafter.
- [F2]Pursuant to the merger agreement between the Issuer and Google Inc. dated September 7, 2016 (the "Merger Agreement"), the RSUs will be assumed by Google and converted into Google restricted stock units in respect of that number of shares of Alphabet Class C Capital Stock equal to the product of (x) the number of shares of Issuer common stock underlying the RSUs multiplied by (y) 0.0225405.
- [F3]At 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.
- [F4]The reported shares are held of record by the Kapoor Family Trust dated March 15, 2002 for which Mr. Kapoor serves as a trustee.
- [F5]Shares subject to the option are fully vested and immediately exercisable.
- [F6]Pursuant to the Merger Agreement, the 434,827 vested option shares were cancelled 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 (rounded down to the nearest whole share).
- [F7]Pursuant to the Merger Agreement, the 12,747 vested option shares were cancelled 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 (rounded down to the nearest whole share).
- [F8]Pursuant to the Merger Agreement, the 39,696 vested option shares were cancelled 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 (rounded down to the nearest whole share).
- [F9]The option was granted on April 24, 2012 and provided for vesting of the shares underlying the option in forty-eight equal monthly installments beginning on February 1, 2014.
Documents
Issuer
Apigee Corp
CIK 0001324772
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001324772
Filing Metadata
- Form type
- 4
- Filed
- Nov 14, 7:00 PM ET
- Accepted
- Nov 15, 6:52 PM ET
- Size
- 29.8 KB