Apple Inc. — Director's Dealing 2020

Oct 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Apple Inc. (AAPL)
CIK: 0000320193
Period of Report: 2020-10-01

Reporting Person: Adams Katherine L. (SVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-01	Common Stock	M	459856	—	Acquired	550892	Direct
2020-10-01	Common Stock	F	227496	$116.79	Disposed	323396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Restricted Stock Unit	$	M	459856	Disposed		Common Stock (459856.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represented 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.

F2: Adjusted to reflect Apple's 4-for-1 stock split (the "stock split"), effective on August 28, 2020.

F3: The number of securities reported reflects the acquisition on January 31, 2020 of 480 shares, as adjusted to reflect the stock split, of Apple Inc.'s common stock pursuant to the Apple Inc. Amended Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of August 1, 2019 through January 31, 2020.

F4: Shares withheld by Apple to satisfy the tax withholding requirements on vesting of RSUs. No shares were sold.

F5: This award was granted on November 13, 2017, for a target number of 229,928 RSUs, as adjusted to reflect the stock split. The award vested on October 1, 2020, applying a percentage of the target number of RSUs that was determined based on Apple's total shareholder return ("TSR") relative to the other companies in the S&P 500 from November 13, 2017 through September 26, 2020.

F6: 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 first 20 trading days of the performance period. Apple's beginning value was calculated to be $42.85, as adjusted to reflect the stock split. Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 26, 2020. Apple's ending value was calculated to be $120.68 (adjusted for dividends).

F7: This award provided that if Apple's relative TSR performance was 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 was ranked at or above the 55th percentile, 100% of the target number of RSUs vest. If Apple's performance was ranked at or above the 25th percentile, 25% of the target number of RSUs vest, and if Apple's performance was ranked below the 25th percentile, 0% of the target number of RSUs vest. If Apple's performance was between these levels, the portion of the RSUs that vest would be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.

F8: Apple's TSR for the performance period was 181.64%, which ranked 3 of the 473 companies that were included in the S&P 500 for the period and placed Apple in the 100th percentile. Therefore, 459,856 RSUs subject to performance requirements vested, as adjusted to reflect the stock split.