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)
08/24/2014

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	08/24/2014		M		560,000	A	⁽¹⁾	1,171,601⁽²⁾	D⁽³⁾
Common Stock⁽⁴⁾	08/24/2014		F		290,834	D	$101.32	880,767	D⁽³⁾

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	⁽¹⁾	08/24/2014		M			560,000	⁽⁵⁾	⁽⁵⁾	Common Stock	560,000	⁽¹⁾	5,320,000	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date. Apple's total shareholder return for the August 25, 2013 through August 24, 2014 performance period was 46.03%, which ranked 44th of the 480 companies that were included in the S&P 500 for the entire period (91st percentile). Therefore, all 280,000 of the restricted stock units subject to performance requirements vested.

2. The number of securities reported reflects a 7-for-1 stock split effective June 6, 2014, and the acquisition on July 31, 2014 of four shares of Apple Inc.'s common stock pursuant to the Apple Inc. Amended Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of February 1, 2014 through July 31, 2014.

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

4. 290,834 shares (51.9% of the total number of shares) were withheld by Apple to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units. NO SHARES WERE SOLD. In addition, because Mr. Cook's marginal tax rate in California is higher than the minimum statutory tax withholding rate, he is submitting a tax payment in addition to the withholding applied by Apple.

5. The remaining 5,320,000 restricted stock units in this award are scheduled to vest as follows: 700,000 restricted stock units vest on August 24, 2016; 700,000 restricted stock units vest on August 24, 2021; the balance of 3,920,000 restricted stock units vests in seven equal annual installments commencing August 24, 2015, 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/ Gene Levoff, Attorney-in-fact for Timothy D. Cook	08/26/2014
	** Signature of Reporting Person	Date
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