SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COOK TIMOTHY D

(Last)

(First)

(Middle)

1 INFINITE LOOP

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLE INC [ AAPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2015		M		560,000⁽¹⁾⁽²⁾⁽³⁾	A	⁽⁴⁾	1,461,027	D⁽⁵⁾
Common Stock⁽⁶⁾	08/24/2015		F		290,836	D	$103.12	1,170,191	D⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁴⁾	08/24/2015		M			560,000	⁽⁷⁾	⁽⁷⁾	Common Stock	560,000	⁽⁴⁾	4,760,000	D

Explanation of Responses:

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

2. 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 two-year period from August 25, 2013 through August 24, 2015. 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 August 25, 2013. Apple's beginning value was calculated to be $68.56 (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 August 24, 2015. Apple's ending value was calculated to be $121.18 (adjusted for dividends).

3. 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 41.36% to beat the middle third of the companies in the S&P 500 for the performance period, and at least 16.93% to beat the bottom third of the companies. Apple's TSR for the two-year period was 76.76%, which ranked 46th of the 458 companies that were included in the S&P 500 for the entire period and placed Apple in the 90th percentile. Therefore, all 280,000 of the RSUs subject to performance requirements vested.

4. 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.

5. These shares are held through Mr. Cook's trust.

6. No shares were sold. 290,836 shares (51.9% of the total number of shares) were withheld by Apple to satisfy the minimum statutory tax withholding requirements on vesting of RSUs.

7. This award was granted August 24, 2011. The remaining 4,760,000 RSUs in this award are scheduled to vest as follows: 700,000 RSUs vest on August 24, 2016; 700,000 RSUs vest on August 24, 2021; 1,680,000 vest in six equal annual installments commencing August 24, 2016; the remaining 1,680,000 are all subject to performance based vesting requirements and will potentially vest in six annual installments commencing August 24, 2016. All unvested RSUs are subject to continued employment through the applicable vesting date.

Remarks:

	/s/ Gene Levoff, Attorney-in-fact for Timothy D. Cook	08/25/2015
	** Signature of Reporting Person	Date
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