Apigee (APIC) Form 4/A Apigee / PROMOD HAQUE 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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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^*

HAQUE PROMOD

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2016

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	10/25/2016		J(1)		4,510,864	D	$0.00(1)	466,027(2)	I	By Limited Partnership(2)
Common Stock	10/25/2016		J(3)		782,585	D	$0.00(3)	90,976(4)	I	By Limited Partnership(4)
Common Stock	10/25/2016		J(5)		472,099	D	$0.00(5)	458(6)	I	By Limited Partnership(6)

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

Explanation of Responses:

1. Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners IX, LP ("NVP IX") to its limited and general partners. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP IX, Promod Haque may be deemed to share voting and dispositive power over the shares held by NVP IX. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

2. The NVP IX distribution resulted in a change in the form of beneficial ownership so that following the distribution (i) 212,378 shares were beneficially owned by the Haque Revocable Trust UA DTD 05/07/2002, of which Mr. Haque is a trustee, (ii) 3,156 shares were beneficially owned by Haque Family Partners, of which Mr. Haque is a partner, (iii) 183,877 shares were beneficially owned by Haque Family Partners II, of which Mr. Haque is a partner, and (iv) 66,616 shares were beneficially owned by the Haque 2012 Dynasty Trust, of which Mr. Haque is a trustee.

3. Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners VIII, LP ("NVP VIII") to its limited and general partners. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VIII, Promod Haque may be deemed to share voting and dispositive power over the shares held by NVP VIII. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

4. The NVP VIII distribution resulted in a change in the form of beneficial ownership so that following the distribution (i) 45,490 shares were beneficially owned by the Haque Revocable Trust UA DTD 05/07/2002, of which Mr. Haque is a trustee, and (ii) 45,486 shares were beneficially owned by Haque Family Partners, of which Mr. Haque is a partner.

5. Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners XI, LP ("NVP XI") to its limited and general partners. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Promod Haque may be deemed to share voting and dispositive power over the shares held by NVP XI. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

6. The NVP XI distribution resulted in a change in the form of beneficial ownership so that following the distribution (i) 240 shares were beneficially owned by the Haque Revocable Trust UA DTD 05/07/2002, of which Mr. Haque is a trustee, and (ii) 218 shares were beneficially owned by Haque Family Partners II, of which Mr. Haque is a partner.

Remarks:

	/s/ Kurt Betcher, As Attorney in-fact	10/28/2016
	** 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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