Apple
APPLE INC (Form: 4, Received: 03/19/2013 18:42:27)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MANSFIELD ROBERT L
2. Issuer Name and Ticker or Trading Symbol

APPLE INC [ AAPL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

1 INFINITE LOOP
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2013
(Street)

CUPERTINO, CA 95014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/15/2013     M    46586   A   (1) 59175   (2) D    
Common Stock   (3) 3/15/2013     F    23581   D $443.66   35594   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Unit   (4)   (1) 3/15/2013     M         46586    3/15/2013   (4) 3/21/2016   Common Stock   46586     (1) 103414   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents the right to receive, at settlement, one share of common stock. The reporting person had vested restricted stock units settled in shares of common stock.
( 2)  The reporting person no longer has a reportable beneficial interest in 17,000 shares of the issuer's common stock that are owned by a family trust and were included in the reporting person's prior ownership reports.
( 3)  Shares withheld by Registrant to satisfy minimum statutory withholding requirements on vesting of restricted stock units.
( 4)  This award was granted on November 2, 2011, and a portion of the award was subsequently modified on May 24, 2012. The modified portion of the award, which represents 75,000 of the 150,000 restricted stock units subject to the original grant, vests daily over the period from March 24, 2012 to June 21, 2013, assuming continued employment through the applicable vesting date. This transaction represents the settlement, pursuant to the terms of the modified award, of the portion of the award that vested during the period from March 24, 2012 through December 31, 2012 (with any units subject to the modified portion of the award that vest after December 31, 2012 to be settled no later than September 5, 2013). The remaining 75,000 restricted stock units subject to the original grant are scheduled to vest on March 21, 2016, assuming continued employment through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MANSFIELD ROBERT L
1 INFINITE LOOP
CUPERTINO, CA 95014


Senior Vice President

Signatures
/s/ Gene D. Levoff, Attorney-in-fact for Robert L. Mansfield 3/19/2013
** 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.
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