0000320193-19-000090.txt : 20190827 0000320193-19-000090.hdr.sgml : 20190827 20190827183031 ACCESSION NUMBER: 0000320193-19-000090 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190824 FILED AS OF DATE: 20190827 DATE AS OF CHANGE: 20190827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COOK TIMOTHY D CENTRAL INDEX KEY: 0001214156 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36743 FILM NUMBER: 191058794 MAIL ADDRESS: STREET 1: C/O APPLE INC STREET 2: ONE INFINITE LOOP CITY: CUPERTINO STATE: CA ZIP: 95014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apple Inc. CENTRAL INDEX KEY: 0000320193 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942404110 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: ONE APPLE PARK WAY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: (408) 996-1010 MAIL ADDRESS: STREET 1: ONE APPLE PARK WAY CITY: CUPERTINO STATE: CA ZIP: 95014 FORMER COMPANY: FORMER CONFORMED NAME: APPLE INC DATE OF NAME CHANGE: 20070109 FORMER COMPANY: FORMER CONFORMED NAME: APPLE COMPUTER INC DATE OF NAME CHANGE: 19970808 4 1 wf-form4_156694501621463.xml FORM 4 X0306 4 2019-08-24 0 0000320193 Apple Inc. AAPL 0001214156 COOK TIMOTHY D ONE APPLE PARK WAY CUPERTINO CA 95014 1 1 0 0 Chief Executive Officer Common Stock 2019-08-24 4 M 0 560000 A 1414849 D Common Stock 2019-08-24 4 F 0 294840 202.64 D 1120009 D Common Stock 2019-08-26 4 S 0 129555 205.75 D 990454 D Common Stock 2019-08-26 4 S 0 132113 206.55 D 858341 D Common Stock 2019-08-26 4 S 0 3492 207.13 D 854849 D Restricted Stock Unit 2019-08-24 4 M 0 560000 D Common Stock 560000.0 1820000 D 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, 2016 through August 24, 2019. 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, 2016. Apple's beginning value was calculated to be $108.01 (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, 2019. Apple's ending value was calculated to be $216.24 (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 52.59% to outperform the middle third of the companies in the S&P 500 for the performance period, and at least 18.25% to outperform the bottom third of the companies. Apple's TSR for the three-year period was 100.20%, which ranked 45th of the 430 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. 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. 294,840 shares (52.65% of the total number of shares released) were withheld by Apple to satisfy tax withholding requirements on vesting of RSUs. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's trust on February 26, 2019. This transaction was executed in multiple trades at prices ranging from $205.1 to $206.09; 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 $206.10 to $207.09; 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 $207.10 to $207.18; 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 1,820,000 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 1,120,000 restricted stock units vests in two equal annual installments commencing August 24, 2020, assuming continued employment through the applicable vesting date and, with respect to a portion of each annual installment, satisfaction of the applicable performance requirements. /s/ Sam Whittington, Attorney-in-Fact for Timothy D. Cook 2019-08-27