Apple Inc. — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLE INC (AAPL)
CIK: 0000320193
Period of Report: 2016-05-01

Reporting Person: AHRENDTS ANGELA J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-01	Common Stock	M	153235	—	Acquired	248277	Direct
2016-05-01	Common Stock	F	75306	$93.74	Disposed	172971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-01	Restricted Stock Unit	$	M	78111	Disposed		Common Stock (78111)	Direct
2016-05-01	Restricted Stock Unit	$	M	75124	Disposed		Common Stock (75124)	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 Registrant 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 1, 2014. One-third of the restricted stock units subject to the award vested on each of May 1, 2015 and May 1, 2016, and one-third of the restricted stock units are scheduled to vest on May 1, 2017, assuming continued employment through the applicable vesting date.

F4: This award was granted on May 1 2014, for a "target number" of 40,173 restricted stock units (adjusted for Apple's 7:1 stock split in June 2014). Between 0% and 200% of the target number of units would vest on May 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 1, 2014 through April 30, 2016.

F5: TSR is calculated based on the change in a company's stock price during the two-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 May 1, 2014. Apple's beginning value was calculated to be $77.29 (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 April 30, 2016. Apple's ending value was calculated to be $110.60 (adjusted for dividends).

F6: 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 at or above the 25th percentile and between the levels described above, the portion of the RSUs that vest is determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.

F7: Apple's TSR for the two-year period ranked in the 81st percentile of companies that were included in the S&P 500 for the period, and 75,124 RSUs subject to performance requirements vested.