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Form 4 Apple Inc. For: Oct 01 Filed by: Adams Katherine L.

October 4, 2022 10:03 PM EDT

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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
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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 *
Adams Katherine L.

(Last) (First) (Middle)
ONE APPLE PARK WAY

(Street)
CUPERTINO CA 95014

(City) (State) (Zip)
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)
SVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 10/01/2022   M   365,600 A (1) 792,934 D  
Common Stock (2) 10/01/2022   F   184,461 D $ 138.2 608,473 D  
Common Stock (3) 10/03/2022   S   5,400 D $ 138.44 (4) 603,073 D  
Common Stock (3) 10/03/2022   S   13,199 D $ 139.15 (5) 589,874 D  
Common Stock (3) 10/03/2022   S   27,669 D $ 140.34 (6) 562,205 D  
Common Stock (3) 10/03/2022   S   56,271 D $ 141.19 (7) 505,934 D  
Common Stock (3) 10/03/2022   S   65,350 D $ 142.45 (8) 440,584 D  
Common Stock (4) 10/03/2022   S   13,250 D $ 142.93 (9) 427,334 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 (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
Restricted Stock Unit (1) 10/01/2022   M     365,600   (10) (11) (12) (13)   (10) (11) (12) (13) Common Stock 365,600.00 (1) 0 D  
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. Shares withheld by Apple to satisfy tax withholding requirements on vesting of RSUs.
3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 16, 2021 and modified on May 31, 2022.
4. This transaction was executed in multiple trades at prices ranging from $137.82 to $138.81; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
5. This transaction was executed in multiple trades at prices ranging from $138.84 to $139.82; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
6. This transaction was executed in multiple trades at prices ranging from $139.85 to $140.84; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
7. This transaction was executed in multiple trades at prices ranging from $140.85 to $141.82; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
8. This transaction was executed in multiple trades at prices ranging from $141.88 to $142.87; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
9. This transaction was executed in multiple trades at prices ranging from $142.88 to $143.05; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.
10. This award was granted on September 29, 2019, for a target number of 182,800 RSUs. The award vested on October 1, 2022, 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 September 29, 2019 through September 24, 2022.
11. 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, adjusted to reflect Apple's 4-for-1 stock split, effective on August 28, 2020, was calculated to be $58.14. Similarly, the ending value used for calculating TSR is the average closing price for the final 20 trading days of the performance period. Apple's ending value was calculated to be $159.50.
12. 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.
13. Apple's TSR for the three-year performance period was 174.34%, which ranked 10 of the 478 companies that were included in the S&P 500 for the period and placed Apple in the 98th percentile. Therefore, 365,600 RSUs subject to performance requirements vested.
/s/ Sam Whittington, Attorney-in-Fact for Katherine L. Adams 10/04/2022
** 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.
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