Apple Inc. — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLE INC (AAPL)
CIK: 0000320193
Period of Report: 2016-10-01

Reporting Person: Maestri Luca (Senior Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-01	Common Stock	M	10694	—	Acquired	28066	Direct
2016-10-01	Common Stock	F	5371	$113.05	Disposed	22695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-01	Restricted Stock Unit	$	M	10694	Disposed		Common Stock (10694.0)	Direct

Footnotes

F1: Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.

F2: Shares withheld by Apple to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units. No shares were sold.

F3: This award was granted on May 29, 2014, for a "target number" of 7,749 restricted stock units (adjusted for Apple's 7:1 stock split in June 2014). Between 0% and 200% of the target number of units vested on October 1, 2016, with the vesting percentage determined based on Apple's total shareholder return (TSR) relative to the other companies in the S&P 500 from May 29, 2014 through September 24, 2016.

F4: 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 20 trading days prior to May 29, 2014. Apple's beginning value was calculated to be $85.97 (adjusted for dividends and Apple's 7:1 stock split in June 2014). Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 24, 2016. Apple's ending value was calculated to be $114.88 (adjusted for dividends).

F5: This award provided that if Apple's relative TSR performance is 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 is ranked at or above the 55th percentile, 100% of the target number of RSUs vest. If Apple's performance is ranked at or above the 25th percentile, 25% of the target number of RSUs vest, and if Apple's performance is ranked below the 25th percentile, 0% of the target number of RSUs vest. If Apple's performance is ranked above the 25th percentile but below the 85th percentile, then the portion of the RSUs that vest is determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.

F6: Apple's TSR for the performance period was 33.62%, which ranked 156th of the 464 companies that were included in the S&P 500 for the period and placed Apple in the 67th percentile. Therefore, 10,694 RSUs subject to performance requirements vested.