0001193125-16-464817.txt : 20160216 0001193125-16-464817.hdr.sgml : 20160215 20160216143834 ACCESSION NUMBER: 0001193125-16-464817 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: GENESIS VC PARTNERS IX, LLC GROUP MEMBERS: JEFFREY CROWE GROUP MEMBERS: MATTHEW D. HOWARD GROUP MEMBERS: NVP ASSOCIATES, LLC GROUP MEMBERS: PROMOD HAQUE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Apigee Corp CENTRAL INDEX KEY: 0001324772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 201367539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88832 FILM NUMBER: 161426728 BUSINESS ADDRESS: STREET 1: 10 SOUTH ALMADEN BLVD. STREET 2: 16TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 408-343-7300 MAIL ADDRESS: STREET 1: 10 SOUTH ALMADEN BLVD. STREET 2: 16TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: Sonoa Systems Inc DATE OF NAME CHANGE: 20050425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Norwest Venture Partners IX, LP CENTRAL INDEX KEY: 0001309124 IRS NUMBER: 770586064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 d132436dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Apigee Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03765N108

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


13G

 

CUSIP NO. 03765N108  

 

  1)   

NAME OF REPORTING PERSON

 

Norwest Venture Partners IX, LP

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

    4,976,891

   (6)   

SHARED VOTING POWER

 

    0

   (7)   

SOLE DISPOSITIVE POWER

 

    4,976,891

   (8)   

SHARED DISPOSITIVE POWER

 

    0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,976,891

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    16.85%

12)  

TYPE OF REPORTING PERSON

 

    PN

 

 

2


13G

 

CUSIP NO. 03765N108  

 

  1)   

NAME OF REPORTING PERSON

 

Genesis VC Partners IX, LLC

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

    4,976,891

   (6)   

SHARED VOTING POWER

 

    0

   (7)   

SOLE DISPOSITIVE POWER

 

    4,976,891

   (8)   

SHARED DISPOSITIVE POWER

 

    0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,976,891

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    16.85%

12)  

TYPE OF REPORTING PERSON

 

    PN

 

 

3


13G

 

CUSIP NO. 03765N108  

 

  1)   

NAME OF REPORTING PERSON

 

NVP Associates, LLC

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

    6,323,009

   (6)   

SHARED VOTING POWER

 

    0

   (7)   

SOLE DISPOSITIVE POWER

 

    6,323,009

   (8)   

SHARED DISPOSITIVE POWER

 

    0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,323,009

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    21.41%

12)  

TYPE OF REPORTING PERSON

 

    PN

 

 

4


13G

 

CUSIP NO. 03765N108  

 

  1)   

NAME OF REPORTING PERSON

 

Promod Haque

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

    6,323,009

   (6)   

SHARED VOTING POWER

 

    0

   (7)   

SOLE DISPOSITIVE POWER

 

    6,323,009

   (8)   

SHARED DISPOSITIVE POWER

 

    0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,323,009

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    21.41%

12)  

TYPE OF REPORTING PERSON

 

    IN

 

 

5


13G

 

CUSIP NO. 03765N108  

 

  1)   

NAME OF REPORTING PERSON

 

Jeffrey Crowe

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

    6,323,009

   (6)   

SHARED VOTING POWER

 

    0

   (7)   

SOLE DISPOSITIVE POWER

 

    6,323,009

   (8)   

SHARED DISPOSITIVE POWER

 

    0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,323,009

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    21.41%

12)  

TYPE OF REPORTING PERSON

 

    IN

 

 

6


13G

 

CUSIP NO. 03765N108  

 

  1)   

NAME OF REPORTING PERSON

 

Matthew D. Howard

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

    6,323,009

   (6)   

SHARED VOTING POWER

 

    0

   (7)   

SOLE DISPOSITIVE POWER

 

    6,323,009

   (8)   

SHARED DISPOSITIVE POWER

 

    0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,323,009

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    21.41%

12)  

TYPE OF REPORTING PERSON

 

    IN

 

 

7


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

Item 1(a) Name of Issuer:

Apigee Corporation

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

10 South Almaden Blvd.

16th Floor

San Jose, CA 95113

 

Item 2(a) Name of Person Filing:

 

  1. Norwest Venture Partners IX, LP

 

  2. Genesis VC Partners IX, LLC

 

  3. NVP Associates, LLC

 

  4. Promod Haque

 

  5. Jeffrey Crowe

 

  6. Matthew D. Howard

 

Item 2(b) Address of Principal Business Office or, if None, Residence:

 

  1. Norwest Venture Partners IX, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  2. Genesis VC Partners IX, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  3. NVP Associates, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  4. Promod Haque

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  5. Jeffrey Crowe

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  6. Matthew D. Howard

525 University Ave, Suite 800

Palo Alto, CA 94301

This statement is filed by Norwest Venture Partners IX, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners IX, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners IX, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners IX, LLC. Promod Haque, Jeffrey Crowe and Matthew D. Howard are co-Chief Executive Officers of NVP Associates, LLC.

 

8


Item 2(c) Citizenship:

 

  1. Norwest Venture Partners IX, LP: Delaware

 

  2. Genesis VC Partners IX, LLC: Delaware

 

  3. NVP Associates, LLC: Delaware

 

  3. Promod Haque: United States of America

 

  4. Jeffrey Crowe: United States of America

 

  5. Matthew D. Howard: United States of America

 

Item 2(d) Title of Class of Securities:

Common Stock

 

Item 2(e) CUSIP Number:

03765N108

 

Item 3 Not Applicable

 

Item 4 Ownership:

(1) Norwest Venture Partners IX, LP (“NVP IX”): At December 31, 2015, NVP IX owned of record 4,976,891 shares of Issuer’s common stock (“Common Stock”). This amount represents 16.85% of the total shares of Common Stock outstanding at this date.

(2) Genesis VC Partners IX, LLC (“Genesis IX”): At December 31, 2015, Genesis IX may be deemed to have beneficially owned, by virtue of its status as general partner of NVP IX, 4,976,891 shares of Common Stock. This amount represents 16.85% of the total shares of Common Stock outstanding at this date.

(3) NVP Associates, LLC (“NVP Associates”): At December 31, 2015, NVP Associates may be deemed to have beneficially owned 6,323,009 shares of Common Stock consisting of the following: (1) 4,976,891 shares of Common Stock by virtue of its status as managing member of Genesis IX, the general partner of NVP IX, the record owner of such shares; (2) 873,561 shares of Common Stock by virtue of its status as managing member of Genesis VC Partners VIII, LLC (“Genesis VIII”), the general partner of Norwest Venture Partners VIII, LP (“NVP VIII”), the record owner of such shares; and (3) 472,557 shares of Common Stock by virtue of its status as managing member of Genesis VC Partners XI, LLC (“Genesis XI”), the general partner of Norwest Venture Partners XI, LP (“NVP XI”), the record owner of such shares. This amount represents 21.41% of the total shares of Common Stock outstanding at this date.

(4) Promod Haque: At December 31, 2015, Promod Haque may be deemed to have beneficially owned 6,323,009 shares of Common Stock consisting of the following: (1) 4,976,891 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis IX, which is the general partner of NVP IX, the record owner of such shares; (2) 873,561 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis VIII, which is the general partner of NVP VIII, the record owner of such shares; and (3) 472,557 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares. This amount represents 21.41% of the total shares of Common Stock outstanding at this date.

 

9


(5) Jeffrey Crowe: At December 31, 2015, Jeffrey Crowe may be deemed to have beneficially owned 6,323,009 shares of Common Stock consisting of the following: (1) 4,976,891 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis IX, which is the general partner of NVP IX, the record owner of such shares; (2) 873,561 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis VIII, which is the general partner of NVP VIII, the record owner of such shares; and (3) 472,557 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares. This amount represents 21.41% of the total shares of Common Stock outstanding at this date.

(6) Matthew D. Howard: At December 31, 2015, Matthew D. Howard may be deemed to have beneficially owned 6,323,009 shares of Common Stock consisting of the following: (1) 4,976,891 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis IX, which is the general partner of NVP IX, the record owner of such shares; (2) 873,561 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis VIII, which is the general partner of NVP VIII, the record owner of such shares; and (3) 472,557 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares. This amount represents 21.41% of the total shares of Common Stock outstanding at this date.

 

Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following ¨.

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

 

Item 8 Identification and Classification of Members of the Group:

Not Applicable

 

Item 9 Notice of Dissolution of Group:

Not Applicable

 

Item 10 Certification:

Not applicable

 

10


Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Date:   February 16, 2016
NORWEST VENTURE PARTNERS IX, LP
By  

Genesis VC Partners IX, LLC, as general partner

By   NVP Associates, LLC, as managing member
By:  

/s/ Kurt Betcher

  Kurt Betcher, Chief Financial Officer

 

11


AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners IX, LP on its own behalf and on behalf of (a) Genesis VC Partners IX, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Matthew D. Howard.

 

Dated:   February 16, 2016
Norwest Venture Partners IX, LP
By   Genesis VC Partners IX, LLC, as general partner
By   NVP Associates, LLC, as managing member
By:  

/s/ Kurt Betcher

  Kurt Betcher, Chief Financial Officer
Genesis VC Partners IX, LLC
By   NVP Associates, LLC, as managing member
By:  

/s/ Kurt Betcher

  Kurt Betcher, Chief Financial Officer
NVP Associates, LLC
By:  

/s/ Kurt Betcher

 

Kurt Betcher, Chief Financial Officer

/s/ Kurt Betcher

Kurt Betcher, as Attorney-in-fact for Promod Haque

/s/ Kurt Betcher

Kurt Betcher, as Attorney-in-fact for Jeffrey Crowe

/s/ Kurt Betcher

Kurt Betcher, as Attorney-in-fact for Matthew D. Howard

 

12