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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DIRAIMO CAROL A (Last) (First) (Middle) C/O APPLEBEE'S INTERNATIONAL, INC. 4551 W 107TH STREET (Street) OVERLAND PARK KS 66207 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol APPLEBEES INTERNATIONAL INC [ APPB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP of Investor Relations
	3. Date of Earliest Transaction (Month/Day/Year) 11/29/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/29/2007		D		23,358	D	$25.5(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$28.91	11/29/2007		D			3,459	(2)	03/01/2012	Common Stock	3,459	$0	0	D
Employee Stock Option (right to buy)	$25.57	11/29/2007		D			3,910	(3)	02/17/2014	Common Stock	3,910	$0	0	D
Employee Stock Option (right to buy)	$23.22	11/29/2007		D			3,750	(4)	03/01/2012	Common Stock	3,750	$2.28	0	D
Employee Stock Option (right to buy)	$21.65	11/29/2007		D			3,750	(5)	03/01/2012	Common Stock	3,750	$3.85	0	D
Employee Stock Option (right to buy)	$26.3	11/29/2007		D			20,000	(6)	08/01/2012	Common Stock	20,000	$0	0	D
Employee Stock Option (right to buy)	$27.4	11/29/2007		D			3,750	(7)	03/01/2012	Common Stock	3,750	$0	0	D
Employee Stock Option (right to buy)	$28.91	11/29/2007		D			291	(8)	03/01/2012	Common Stock	291	$0	0	D
Employee Stock Option (right to buy)	$25.57	11/29/2007		D			11,089	(9)	02/17/2014	Common Stock	11,089	$0	0	D
Employee Stock Option (right to buy)	$25.79	11/29/2007		D			5,250	(10)	01/02/2014	Common Stock	5,250	$0	0	D
Employee Stock Option (right to buy)	$21.36	11/29/2007		D			4,500	(11)	10/01/2013	Common Stock	4,500	$4.14	0	D
Employee Stock Option (right to buy)	$16.35	11/29/2007		D			1,875	(12)	01/27/2013	Common Stock	1,875	$9.15	0	D
Employee Stock Option (right to buy)	$16.25	11/29/2007		D			3,375	(13)	01/02/2013	Common Stock	3,375	$9.25	0	D
Employee Stock Option (right to buy)	$16.15	11/29/2007		D			1,500	(14)	11/08/2012	Common Stock	1,500	$9.35	0	D
Employee Stock Option (right to buy)	$14.72	11/29/2007		D			5,062	(15)	01/02/2012	Common Stock	5,062	$10.78	0	D
Employee Stock Option (right to buy)	$9.81	11/29/2007		D			7,593	(16)	03/09/2011	Common Stock	7,593	$15.69	0	D
Stock Appreciation Rights	$22.34	11/29/2007		D			1,750	(18)	03/01/2013	Common Stock	1,750	$3.16	0	D
Stock Appreciation Rights	$21	11/29/2007		D			1,750	(17)	03/01/2013	Common Stock	1,750	$4.5	0	D
Stock Appreciation Rights	$20.34	11/29/2007		D			1,750	(19)	03/01/2013	Common Stock	1,750	$5.16	0	D
Stock Appreciation Rights	$23.57	11/29/2007		D			1,750	(20)	03/01/2013	Common Stock	1,750	$1.93	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated July 15, 2007, between IHOP Corp., CHCH Corp. and the issuer (the "Merger Agreement"), these shares of Common Stock were cancelled in the merger in exchange for a cash payment, representing the value of the merger consideration of $25.50 multiplied by the number of shares of Common Stock.

2. Pursuant to the Merger Agreement, this option, which provided for full vesting on March 1, 2008, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

3. Pursuant to the Merger Agreement, this option, which provided for full vesting on February 17, 2007, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

4. Pursuant to the Merger Agreement, this option, which provided for full vesting on March 1, 2008, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

5. Pursuant to the Merger Agreement, this option, which provided for full vesting on March 1, 2008, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

6. Pursuant to the Merger Agreement, this option, which provided for full vesting on August 1, 2010, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

7. Pursuant to the Merger Agreement, this option, which provided for full vesting on March 1, 2008, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

8. Pursuant to the Merger Agreement, this option, which provided for full vesting on March 1, 2008, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

9. Pursuant to the Merger Agreement, this option, which provided for full vesting on February 17, 2007, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

10. Pursuant to the Merger Agreement, this option, which provided for full vesting on January 2, 2007, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

11. Pursuant to the Merger Agreement, this option, which provided for full vesting on October 1, 2006, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

12. Pursuant to the Merger Agreement, this option, which provided for full vesting on January 27, 2006, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

13. Pursuant to the Merger Agreement, this option, which provided for full vesting on January 2, 2006, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

14. Pursuant to the Merger Agreement, this option, which provided for full vesting on November 8, 2005, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

15. Pursuant to the Merger Agreement, this option, which provided for full vesting on January 2, 2005, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

16. Pursuant to the Merger Agreement, this option, which provided for full vesting on March 9, 2004, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the option and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or unvested.

17. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 1, 2009, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the appreciation right and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the stock appreciation right, whether vested or unvested.

18. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 1, 2009, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the appreciation right and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the stock appreciation right, whether vested or unvested.

19. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 1, 2009, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the appreciation right and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the stock appreciation right, whether vested or unvested.

20. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 1, 2009, was cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the appreciation right and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the stock appreciation right, whether vested or unvested.

	/s/ Becky Tildon by Power of Attorney	11/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.