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Filing Details

Accession Number:: 0000320193-17-000021
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-08-28 21:00:34
Reporting Period:: 2017-08-24

Accepted Time:: 2017-08-28 20:00:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
320193	Apple Inc	AAPL	Electronic Computers (3571)	942404110

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1214156	D Timothy Cook	1 Infinite Loop Cupertino CA 95014	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2017-08-24	560,000	$0.00	1,461,474	No	4	M	Direct
Common Stock	Disposition	2017-08-24	291,377	$159.27	1,170,097	No	4	F	Direct
Common Stock	Disposition	2017-08-25	125,321	$159.96	1,044,776	No	4	S	Direct
Common Stock	Disposition	2017-08-25	9,406	$160.45	1,035,370	No	4	S	Direct
Common Stock	Disposition	2017-08-28	23,304	$160.51	1,012,066	No	4	S	Direct
Common Stock	Disposition	2017-08-28	110,592	$161.43	901,474	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Disposition	2017-08-24	560,000	$0.00	560,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,940,000			No	4	M	Direct

Footnotes

The number of restricted stock units (RSUs) includes 280,000 time-based RSUs and 280,000 performance-based RSUs.
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, 2014 through August 24, 2017. 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, 2014. Apple's beginning value was calculated to be $97.74 (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, 2017. Apple's ending value was calculated to be $166.72 (adjusted for dividends).
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 52.31% to outperform the middle third of the companies in the S&P 500 for the performance period, and at least 16.99% to outperform the bottom third of the companies. Apple's TSR for the three-year period was 70.57%, which ranked 80th of the 420 companies that were included in the S&P 500 for the entire period and placed Apple in the 81st percentile. Therefore, all 280,000 of the RSUs subject to performance requirements vested.
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.
These shares are held through Mr. Cook's trust.
291,377 shares (52% of the total number of shares released) were withheld by Apple to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.
This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on May 5, 2017.
This transaction was executed in multiple trades at prices ranging from $159.40 to $160.39; 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.
This transaction was executed in multiple trades at prices ranging from $160.40 to $160.53; 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.
This transaction was executed in multiple trades at prices ranging from $160.035 to $161.03; 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.
This transaction was executed in multiple trades at prices ranging from $161.035 to $161.99; 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.
The remaining 2,940,000 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 2,240,000 restricted stock units vests in four equal annual installments commencing August 24, 2018, assuming continued employment through the applicable vesting date and, with respect to a portion of each annual installment, satisfaction of the applicable performance requirements.