SEC Form 4
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*
Maestri Luca

(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)
Senior Vice President, CFO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019
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 10/01/2019 M 129,308 A (1) 156,756 D
Common Stock(2) 10/01/2019 F 67,649 D $224.59 89,107 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) 10/01/2019 M 129,308 (3)(4)(5)(6) (3) Common Stock 129,308 (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 the tax withholding requirements on vesting of RSUs. No shares were sold.
3. This award was granted on October 14, 2016, for a target number of 64,654 RSUs. The award vested on October 1, 2019, 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 from September 25, 2016 through September 28, 2019.
4. TSR is calculated based on the change in a company's stock price during the three-year 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 20 trading days prior to September 25, 2016. Apple's beginning value was calculated to be $109.44. Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 28, 2019. Apple's ending value was calculated to be $227.94 (adjusted for dividends).
5. 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.
6. Apple's TSR for the three-year period was 108.28%, which ranked 35th of the 464 companies that were included in the S&P 500 for the period and placed Apple in the 93rd percentile. Therefore, 129,308 RSUs subject to performance requirements vested.
Remarks:
/s/ Sam Whittington, Attorney-in-Fact for Luca Maestri 10/03/2019
** Signature of Reporting Person Date
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