FORM 4
[ ] 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
                                                                                  
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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 *

Kapoor Chetan
2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

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

6/21/2016
(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   6/21/2016     A    40000   (1) A $0   40746   (2) D    
Common Stock                  530390   I   See Footnote   (3)

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)   $12.96   6/21/2016     A      225000         (4) 6/21/2026   Common Stock   225000   $12.96   225000   D    

Explanation of Responses:
( 1)  These shares represent restricted stock units, one-fourth of which will vest annually for four years beginning on June 15, 2017.
( 2)  Includes 746 shares that have been acquired under the Apigee employee stock purchase plan on June 15, 2016.
( 3)  The reported shares are held of record by the Kapoor Family Trust dated March 15, 2002 for which Mr. Kapoor serves as a trustee.
( 4)  One-fourth of the shares underlying the option vest on June 21, 2017 and one sixteenth of the shares vest quarterly thereafter, assuming reporting person is in service with issuer on vesting date(s).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kapoor Chetan
C/O APIGEE CORPORATION
10 S. ALMADEN BLVD., 16TH FLOOR
SAN JOSE, CA 95113
X
CEO and President

Signatures
/s/ Stacey Giamalis, by power of attorney 6/23/2016
** 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.
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