X0306 4 2016-11-10 1 0001324772 Apigee Corp APIC 0001639120 Jhingran Anant C/O APIGEE CORPORATION 10 S. ALMADEN BOULEVARD, 16TH FLOOR SAN JOSE CA 95113 0 1 0 0 Chief Technology Officer Common Stock 2016-11-10 4 D 0 82365 D 0 D Employee Stock Option (right to buy) 0.69 2016-11-10 4 D 0 38816 D 2022-02-13 Common Stock 38816 0 D Employee Stock Option (right to buy) 0.69 2016-11-10 4 D 0 108686 D 2022-04-23 Common Stock 108686 0 D Employee Stock Option (right to buy) 4.11 2016-11-10 4 D 0 3289 D 2023-09-02 Common Stock 3289 0 D Employee Stock Option (right to buy) 12.70 2016-11-10 4 D 0 9868 D 2024-10-24 Common Stock 9868 0 D Employee Stock Option (right to buy) 7.41 2016-11-10 4 D 0 52500 D 2025-08-26 Common Stock 52500 0 D Employee Stock Option (right to buy) 12.96 2016-11-10 4 D 0 25000 D 2026-06-21 Common Stock 25000 0 D Includes 38,750 shares represented by restricted stock units, or RSUs, of which 8,750 RSUs were previously reported in Table II. Pursuant to the merger agreement between the Issuer and Google Inc. dated September 7, 2016 (the "Merger Agreement"), the RSUs will be assumed by Google and converted into Google restricted stock units in respect of that number of shares of Alphabet Class C Capital Stock equal to the product of (x) the number of shares of Issuer common stock underlying the RSUs multiplied by (y) 0.0225405. At the effective time of the merger, each share of Issuer common stock was cancelled in exchange for a cash payment of $17.40 per share. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the 38,816 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share). Pursuant to the Merger Agreement, the 108,686 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share). The option was granted on September 3, 2013 and provided for vesting of one-fourth of the shares underlying the option on June 26, 2014 and one forty-eighth of the shares vest monthly thereafter. Pursuant to the Merger Agreement, the 2,740 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share) and the 549 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the number of unvested option shares (the "Unvested Option Consideration"), with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares. The option was granted on October 25, 2014 and provided for vesting of one-fourth of the shares underlying the option on October 20, 2015 and one forty-eighth of the shares vest monthly thereafter. Pursuant to the Merger Agreement, the 4,934 vested option shares were cancelled in exchange for a cash payment equal to (x) the difference between $17.40 and the per share exercise price of the option, multiplied by (y) the number of cancelled option shares (rounded down to the nearest whole share) and the 4,934 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares. The option was granted on August 27, 2015 and provided for vesting of one-fourth of the shares underlying the option on November 17, 2016 and one-sixteenth of the shares vest quarterly thereafter. Pursuant to the Merger Agreement, the 52,500 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares. The option was granted on June 21, 2016 and provided for vesting of one-fourth of the shares underlying the option on June 21, 2017 and one-sixteenth of the shares vest quarterly thereafter. Pursuant to the Merger Agreement, the 25,000 unvested option shares shall be assumed by Google and converted into the right to receive an amount in cash equal to (x) the difference between $17.40 and the per share exercise price of the option multiplied by (y) the Unvested Option Consideration, with payment of such Unvested Option Consideration to be made in accordance with the vesting schedule applicable to the unvested option shares. /s/ Stacey Giamalis, by power of attorney 2016-11-15