Apigee (APIC) Form 3 Apigee / Daniel S Loeb ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Loeb Daniel S

(Last) (First) (Middle)

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2015

3. Issuer Name and Ticker or Trading Symbol
Apigee Corp [ APIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	1,596,856	(1)	I	See footnote(2)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	319,211	(1)	I	See footnote(2)
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	292,276	(1)	I	See footnote(2)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	266,893	(1)	I	See footnote(2)
Series G Convertible Preferred Stock	(1)	(1)	Common Stock	264,562	(1)	I	See footnote(2)
Series H Convertible Preferred Stock	(3)	(3)	Common Stock	122,291	(3)	I	See footnote(2)

1. Name and Address of Reporting Person^*

Loeb Daniel S

(Last) (First) (Middle)

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Third Point LLC

(Last) (First) (Middle)

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The Series C, D, E, F and G Convertible Preferred Stock may be converted into common stock of the issuer at any time at the election of the holder thereof and shall automatically convert into common stock if the Issuer on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and have no expiration date.

2. The securities disclosed in this Form 3 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.

3. The Series H Convertible Preferred Stock shall automatically convert into common stock of the Issuer on a 1:1.037 basis 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; Exhibit 99.2 - Power of Attorney

	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb	04/23/2015
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC	04/23/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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