Sec Form 4 Filing - Giamalis Stacey @ Apigee Corp - 2016-11-10

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Giamalis Stacey 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) Chief Counsel (Last) (First) (Middle) C/O APIGEE CORPORATION, 10 S. ALMADEN BLVD., 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2016 (Street) SAN JOSE, CA95113 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 27,073 ( 1 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 4.11 11/10/2016 D 96,986 ( 4 ) 10/13/2023 Common Stock 96,986 ( 5 ) 0 D Employee Stock Option (right to buy) $ 12.7 11/10/2016 D 9,867 ( 6 ) 10/24/2024 Common Stock 9,867 ( 7 ) 0 D Employee Stock Option (right to buy) $ 7.41 11/10/2016 D 37,500 ( 8 ) 08/26/2025 Common Stock 37,500 ( 9 ) 0 D Employee Stock Option (right to buy) $ 12.96 11/10/2016 D 20,000 ( 10 ) 06/21/2026 Common Stock 20,000 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Giamalis Stacey C/O APIGEE CORPORATION 10 S. ALMADEN BLVD., 16TH FLOOR SAN JOSE, CA95113 Chief Counsel Signatures /s/ Stacey Giamalis 11/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 26,250 shares represented by restricted stock units, or RSUs, of which 6,250 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 October 14, 2013 and provided for vesting of one-fourth of the shares underlying the option on October 10, 2014 and one forty-eighth of the shares vest monthly thereafter. ( 5 )Pursuant to the Merger Agreement, the 74,760 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 22,226 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, subject to acceleration as provided in the April 8, 2015 confirmatory offer letter. ( 6 )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. ( 7 )Pursuant to the Merger Agreement, the 4,933 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 4,934 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, subject to acceleration as provided in the April 8, 2015 confirmatory offer letter. ( 8 )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. ( 9 )Pursuant to the Merger Agreement, the 37,500 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, subject to acceleration as provided in the April 8, 2015 confirmatory offer letter. ( 10 )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. ( 11 )Pursuant to the Merger Agreement, the 20,000 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, subject to acceleration as provided in the April 8, 2015 confirmatory offer letter.

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