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Form 4 Apigee Corp For: Apr 29 Filed by: Third Point LLC

April 30, 2015 4:13 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Loeb Daniel S
(Last) (First) (Middle)
390 PARK AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Apigee Corp [ APIC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, $0.001 par value per share 04/29/2015   P   300,000 A $ 17 300,000 I See footnote (1)
Common Stock, $0.001 par value per share 04/29/2015   C   1,596,856 A (2) 1,896,856 I See footnote (1)
Common Stock, $0.001 par value per share 04/29/2015   C   319,211 A (2) 2,216,067 I See footnote (1)
Common Stock, $0.001 par value per share 04/29/2015   C   292,276 A (2) 2,508,343 I See footnote (1)
Common Stock, $0.001 par value per share 04/29/2015   C   266,893 A (2) 2,775,236 I See footnote (1)
Common Stock, $0.001 par value per share 04/29/2015   C   264,562 A (2) 3,039,798 I See footnote (1)
Common Stock, $0.001 par value per share 04/29/2015   C   126,753 A (3) 3,166,551 I See footnote (1)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Series C Convertible Preferred Stock (2) 04/29/2015   C     1,596,856   (2)   (2) Common Stock 1,596,856 $ 0 0 I See footnote (1)
Series D Convertible Preferred Stock (2) 04/29/2015   C     319,211   (2)   (2) Common Stock 319,211 $ 0 0 I See footnote (1)
Series E Convertible Preferred Stock (2) 04/29/2015   C     292,276   (2)   (2) Common Stock 292,276 $ 0 0 I See footnote (1)
Series F Convertible Preferred Stock (2) 04/29/2015   C     266,893   (2)   (2) Common Stock 266,893 $ 0 0 I See footnote (1)
Series G Convertible Preferred Stock (2) 04/29/2015   C     264,562   (2)   (2) Common Stock 264,562 $ 0 0 I See footnote (1)
Series H Convertible Preferred Stock (3) 04/29/2015   C     122,291   (3)   (3) Common Stock 126,753 $ 0 0 I See footnote (1)
Explanation of Responses:
1. The securities subject to the transactions disclosed in this Form 4 are owned by certain funds (the "Funds") managed by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.
2. In connection with the completion of the Issuer's initial public offering of common stock, each share of Series C, D, E, F and G Convertible Preferred Stock automatically converted into one share of common stock of the Issuer immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
3. In connection with the completion of the Issuer's initial public offering of common stock, each share of Series H Convertible Preferred Stock automatically converted into 1.037 shares of common stock of the Issuer immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
Remarks:
List of Exhibits:  Exhibit 99.1 - Joint Filer Information
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb 04/30/2015
** Signature of Reporting Person Date
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, chief executive officer of Third Point LLC 04/30/2015
** 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 Number.
Attachment to Form 4
JOINT FILER INFORMATION
Name and Address:
Third Point LLC
 
390 Park Avenue
 
New York, NY 10022
 
Date of Event Requiring Statement
04/29/15
Issuer and Ticker Symbol:
Apigee Corporation [APIC]
Relationship to Issuer:
10% Owner
Designated Filer:
 
Daniel S. Loeb
 
TABLE I INFORMATION
 
  
Title of Security:
Common Stock
Transaction Date:
April 29, 2015
Transaction Code:
P
Amount of Securities and Price:
300,000 at $17.00 per share
Securities Acquired (A) or Disposed of (D):
A
Amount of Securities Beneficially Owned
Following Reported Transactions:
300,000
  
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 
Title of Derivative Security:
Series C Convertible Preferred Stock
Transaction Date:
April 29, 2015
Transaction Code:
C
Amount of Securities and Price:
1,596,856 at $0.00 per share
Securities Acquired (A) or Disposed of (D):
A
Following Reported Transactions:
1,896,856
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 
Title of Derivative Security:
Series D Convertible Preferred Stock
Transaction Date:
April 29, 2015
Transaction Code:
C
Amount of Securities Beneficially Owned
319,211 at $0.00 per share
Securities Acquired (A) or Disposed of (D):
A
Following Reported Transactions:
2,216,067
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 
Title of Derivative Security:
Series E Convertible Preferred Stock
Transaction Date:
April 29, 2015
Transaction Code:
C
Amount of Securities Beneficially Owned
292,276 at $0.00 per share
Securities Acquired (A) or Disposed of (D):
A
Following Reported Transactions:
2,508,343
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 
 
 
 
Title of Derivative Security:
Series F Convertible Preferred Stock
Transaction Date:
April 29, 2015
Transaction Code:
C
Amount of Securities Beneficially Owned
266,893 at $0.00 per share
Securities Acquired (A) or Disposed of (D):
A
Following Reported Transactions:
2,775,236
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 
Title of Derivative Security:
Series G Convertible Preferred Stock
Transaction Date:
April 29, 2015
Transaction Code:
C
Amount of Securities Beneficially Owned
264,562 at $0.00 per share
Securities Acquired (A) or Disposed of (D):
A
Following Reported Transactions:
3,039,798
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 
Title of Derivative Security:
Series H Convertible Preferred Stock
Transaction Date:
April 29, 2015
Transaction Code:
C
Amount of Securities Beneficially Owned
126,753 at $0.00 per share
Securities Acquired (A) or Disposed of (D):
A
Following Reported Transactions:
3,166,551
Ownership Form:
I
Nature of Indirect Beneficial Ownership:
 
See Footnote (1) in the Form 4
 

Signature
 
THIRD POINT LLC
 
 
By:  DANIEL S. LOEB, Chief Executive Officer
 
 
By:         /s/ William Song                                 
 
Name:  William Song
 
Title:    Attorney-in-Fact
 

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Daniel Loeb, Third Point LLC