Sec Form 4 Filing - Maestri Luca @ Apple Inc. - 2020-10-01

Insider filing report for Changes in Beneficial Ownership
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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
Maestri Luca
2. Issuer Name and Ticker or Trading Symbol
Apple Inc. [ AAPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President, CFO
(Last) (First) (Middle)
ONE APPLE PARK WAY
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2020
(Street)
CUPERTINO, CA95014
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 10/01/2020 M 519,080 A 629,352 ( 2 ) D
Common Stock ( 3 ) 10/01/2020 F 275,649 D $ 116.79 353,703 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
Restricted Stock Unit ( 1 ) 10/01/2020 M 519,080 ( 4 )( 5 )( 6 )( 7 ) ( 4 ) Common Stock 519,080 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maestri Luca
ONE APPLE PARK WAY
CUPERTINO, CA95014
Senior Vice President, CFO
Signatures
/s/ Sam Whittington, Attorney-in-Fact for Luca Maestri 10/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represented the right to receive, at settlement, one share of common stock. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.
( 2 )Adjusted to reflect Apple's 4-for-1 stock split (the "stock split"), effective on August 28, 2020.
( 3 )Shares withheld by Apple to satisfy the tax withholding requirements on vesting of RSUs. No shares were sold.
( 4 )This award was granted on October 1, 2017, for a target number of 259,540 RSUs, as adjusted to reflect the stock split. The award vested on October 1, 2020, applying a percentage of the target number of RSUs that was determined based on Apple's total shareholder return ("TSR") relative to the other companies in the S&P 500 for the three-year performance period of October 1, 2017 through September 26, 2020.
( 5 )TSR is calculated based on the change in a company's stock price during the performance 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 first 20 trading days of the performance period. Apple's beginning value was calculated to be $39.20, as adjusted to reflect the stock split. Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 26, 2020. Apple's ending value was calculated to be $121.12 (adjusted for dividends).
( 6 )This award provided that if Apple's relative TSR performance was 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 was ranked at or above the 55th percentile, 100% of the target number of RSUs vest. If Apple's performance was ranked at or above the 25th percentile, 25% of the target number of RSUs vest, and if Apple's performance was ranked below the 25th percentile, 0% of the target number of RSUs vest. If Apple's performance was between these levels, the portion of the RSUs that vest would be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.
( 7 )Apple's TSR for the three-year performance period was 208.96%, which ranked 4 of the 472 companies that were included in the S&P 500 for the period and placed Apple in the 99th percentile. Therefore, 519,080 RSUs subject to performance requirements vested, as adjusted to reflect the stock split.

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