Amended Statement of Changes in Beneficial Ownership (4/a)
29 10월 2016 - 6:12AM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Norwest Venture Partners IX, LP
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2. Issuer Name
and
Ticker or Trading Symbol
Apigee Corp
[
APIC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
525 UNIVERSITY AVENUE, SUITE 800,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/25/2016
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
10/27/2016
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/25/2016
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J
(1)
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4874426
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D
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$0.00
(1)
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102465
(2)
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I
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By Limited Partnership
(2)
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Common Stock
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10/25/2016
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J
(3)
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871695
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D
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$0.00
(3)
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1866
(4)
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I
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By Limited Partnership
(4)
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Common Stock
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10/25/2016
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J
(5)
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472557
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D
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$0.00
(5)
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0
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I
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By Limited Partnership
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners IX, LP ("NVP IX") to its limited and general partners. By virtue of their position as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP IX, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power over the shares held by NVP IX. Messers. Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
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(
2)
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The NVP IX distribution resulted in a change in the form of beneficial ownership so that following the distribution (i) 68,317 shares were beneficially owned by the Howard 2001 Revocable Trust, of which Mr. Howard is a trustee, and (ii) 34,148 shares were beneficially owned by the Crowe Family Trust, 12/22/88, of which Mr. Crowe is a trustee.
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(
3)
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Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners VIII, LP ("NVP VIII") to its limited and general partners. By virtue of their position as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VIII, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power over the shares held by NVP IX. Messers. Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
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(
4)
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The NVP VIII distribution resulted in a change in the form of beneficial ownership so that following the distribution 1,866 shares were beneficially owned by the Howard 2001 Revocable Trust, of which Mr. Howard is a trustee.
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(
5)
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Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners XI, LP ("NVP XI") to its limited and general partners. By virtue of their position as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power over the shares held by NVP IX. Messers. Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
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(
6)
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The securities shown on Line 3 of Table 1 represent securities held of record by NVP XI. By virtue of their position as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Messers. Crowe and Howard may be deemed to share voting and dispositive power over the shares held by NVP XI. Messers. Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Norwest Venture Partners IX, LP
525 UNIVERSITY AVENUE, SUITE 800
PALO ALTO, CA 94301
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X
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Crowe Jeffrey
525 UNIVERSITY AVENUE, SUITE 800
PALO ALTO, CA 94301
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X
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Howard Matthew D.
525 UNIVERSITY AVENUE, SUITE 800
PALO ALTO, CA 94301
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X
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NORWEST VENTURE PARTNERS VIII LP
525 UNIVERSITY AVENUE, SUITE 800
PALO ALTO, CA 94301
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X
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Norwest Venture Partners XI, LP
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA 94301
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X
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Signatures
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/s/ Kurt Betcher, As Attorney in-Fact
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10/28/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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