Stuart G Phillips Form 4 Apigee / STUART G PHILLIPS ownership change

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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X

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^*

Bay Management Co X, LLC

(Last) (First) (Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK CA 94107

(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)
11/10/2016

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	11/10/2016		U		4,213,153	D	(1)	0	I	See footnote(2)
Common Stock	11/10/2016		U		233,439	D	(1)	0	I	See footnote(3)

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

1. Name and Address of Reporting Person^*

Bay Management Co X, LLC

(Last) (First) (Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAY PARTNERS X LP

(Last) (First) (Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAY PARTNERS X ENTREPRENEURS FUND LP

(Last) (First) (Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PHILLIPS STUART G

(Last) (First) (Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the merger agreement between the Issuer and Google Inc. dated September 7, 2016, at the effective time of the merger, each share of Issuer common stock was cancelled in exchange for a cash payment of $17.40 per share.

2. The reported shares are held of record by Bay Partners X, LP ("Bay Partners"). Bay Management Company X, LLC ("Bay Management") is the general partner of Bay Partners. Neal Dempsey and Stuart G. Phillips, as the co-Managers of Bay Management, share voting and dispositive power with respect to the shares held by Bay Partners. Messrs. Dempsey and Phillips disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

3. The reported shares are held of record by Bay Partners X Entrepreneurs Fund, LP ("Bay Entrepreneurs"). Bay Management is the general partner of Bay Entrepreneurs. Neal Dempsey and Stuart G. Phillips, as the co-Managers of Bay Management, share voting and dispositive power with respect to the shares held by Bay Entrepreneurs. Messrs. Dempsey and Phillips disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

Remarks:

	/s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC	11/14/2016
	/s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC, the General Partner of Bay Partners X, LP	11/14/2016
	/s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC, the General Partner of Bay Partners X Entrepreneurs Fund, LP	11/14/2016
	/s/ Stuart G. Phillips	11/14/2016
	** Signature of Reporting Person	Date
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