Apple Inc. — Director's Dealing 2018

Aug 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLE INC (AAPL)
CIK: 0000320193
Period of Report: 2018-08-24

Reporting Person: COOK TIMOTHY D (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-24	Common Stock	M	560000	—	Acquired	1438425	Direct
2018-08-24	Common Stock	F	294840	$216.16	Disposed	1143585	Direct
2018-08-27	Common Stock	S	56324	$216.96	Disposed	1087261	Direct
2018-08-27	Common Stock	S	190746	$217.96	Disposed	896515	Direct
2018-08-27	Common Stock	S	18090	$218.54	Disposed	878425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-24	Restricted Stock Unit	$	M	560000	Disposed		Common Stock (560000.0)	Direct

Footnotes

F1: The number of restricted stock units (RSUs) includes 280,000 time-based RSUs and 280,000 performance-based RSUs.

F2: The number of performance-based RSUs that vested was determined based on Apple's total shareholder return (TSR), relative to the other companies in the S&P 500 over a three-year period from August 25, 2015 through August 24, 2018. TSR is calculated based on the change in a company's stock price during the three-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 August 25, 2015. Apple's beginning value was calculated to be $116.28 (adjusted for dividends). Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on August 24, 2018. Apple's ending value was calculated to be $220.87 (adjusted for dividends).

F3: Mr. Cook's award provides that if Apple's relative TSR performance is within the top third of the companies that remain in the S&P 500 for the entire performance period, the 280,000 performance-based RSUs vest in full. If Apple's performance is in the middle third, the RSUs will be reduced by 50%, and if Apple's performance is in the bottom third, the RSUs will be reduced to zero. Apple needed to achieve a TSR of at least 56.23% to outperform the middle third of the companies in the S&P 500 for the performance period, and at least 19.94% to outperform the bottom third of the companies. Apple's TSR for the three-year period was 89.94%, which ranked 50th of the 423 companies that were included in the S&P 500 for the entire period and placed Apple in the 88th percentile. Therefore, all 280,000 of the RSUs subject to performance requirements vested.

F4: Each RSU represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.

F5: These shares are held through Mr. Cook's trust.

F6: 294,840 shares (52.65% of the total number of shares released) were withheld by Apple to satisfy tax withholding on vesting of RSUs.

F7: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on May 4, 2018.

F8: This transaction was executed in multiple trades at prices ranging from $216.47 to $217.46; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.

F9: This transaction was executed in multiple trades at prices ranging from $217.465 to $218.45; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.

F10: This transaction was executed in multiple trades at prices ranging from $218.46 to $218.68; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, Apple, or a security holder of Apple.

F11: The remaining 2,380,000 restricted stock units in this award are scheduled to vest as follows: 700,000 restricted stock units vest on August 24, 2021; the balance of 1,680,000 restricted stock units vests in three equal annual installments commencing August 24, 2019, assuming continued employment through the applicable vesting date and, with respect to a portion of each annual installment, satisfaction of the applicable performance requirements.