FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ramaswamy Shankar 		2. Issuer Name and Ticker or Trading Symbol

Apigee Corp [ APIC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP of Engineering & Operations
(Last)          (First)          (Middle)

C/O APIGEE CORPORATION, 10 S. ALMADEN BOULEVARD, 16TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/10/2016
(Street)

SAN JOSE, CA 95113
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/10/2016     D    146079   (1) D   (2) (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $3.65   11/10/2016     D         23684      (4) 6/25/2023   Common Stock   23684     (5) 0   D    
Employee Stock Option (right to buy)   $4.11   11/10/2016     D         19736      (6) 10/13/2023   Common Stock   19736     (7) 0   D    
Employee Stock Option (right to buy)   $12.70   11/10/2016     D         100174      (8) 10/24/2024   Common Stock   100174     (9) 0   D    
Employee Stock Option (right to buy)   $7.41   11/10/2016     D         75000      (10) 8/26/2025   Common Stock   75000     (11) 0   D    

Explanation of Responses:
( 1)  Includes 112,500 shares represented by restricted stock units, or RSUs, of which 62,500 RSUs were previously reported in Table II.
( 2)  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.
( 3)  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.
( 4)  The option was granted on June 26, 2013 and provided for vesting of one-fourth of the shares underlying the option on June 17, 2014 and one forty-eighth of shares vest monthly thereafter.
( 5)  Pursuant to the Merger Agreement, the 19,736 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 3,948 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.
( 6)  The option was granted on October 14, 2013 and provided for vesting of 37.5% of the shares underlying the option on March 13, 2015 and the remaining shares vest in thirty equal monthly installments thereafter.
( 7)  Pursuant to the Merger Agreement, the 14,308 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 5,428 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 Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
( 8)  The option was granted on October 25, 2014 and provided for vesting of one-fourth of the shares underlying the option on October 20, 2015 and one forty-eighth of the shares vest monthly thereafter.
( 9)  Pursuant to the Merger Agreement, the 50,086 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 50,088 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 Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares.
( 10)  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.
( 11)  Pursuant to the Merger Agreement, the 75,000 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 number of 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ramaswamy Shankar
C/O APIGEE CORPORATION
10 S. ALMADEN BOULEVARD, 16TH FLOOR
SAN JOSE, CA 95113

VP of Engineering & Operations

Signatures
/s/ Stacey Giamalis, by power of attorney 11/15/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
APIGEE CORP (NASDAQ:APIC)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more APIGEE CORP Charts.
APIGEE CORP (NASDAQ:APIC)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more APIGEE CORP Charts.