Apple Inc.
APPLE INC (Form: 4, Received: 06/21/2013 17:20:21)
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 *

COOK TIMOTHY D
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
(Last)          (First)          (Middle)

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

6/21/2013
(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   6/21/2013     M    80000   A   (1) 93858   D    
Common Stock   (2) 6/21/2013     F    41391   D $413.50   52467   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     (1) 6/21/2013     M         80000      (3)   (3) Common Stock   80000     (1) 920000   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 vested restricted stock units in shares of common stock.
( 2)  Shares withheld by Registrant to satisfy minimum statutory withholding requirements on vesting of restricted stock units.
( 3)  This award was granted on August 24, 2011, and was subsequently modified on June 21, 2013. Under the adopted modification, Mr. Cook will forfeit a portion of the award if Apple Inc. does not achieve certain performance criteria. As modified, assuming continued employment through the applicable vesting date and satisfaction of applicable performance-based criteria, the one million restricted stock units subject to the award vest as follows: 100,000 restricted stock units vest on August 24, 2016; 100,000 restricted stock units vest on August 24, 2021; the balance of 800,000 restricted stock units is separated into ten equal tranches of 80,000 restricted stock units each that vest over the ten-year life of the award. This transaction represents the settlement, pursuant to the terms of the modified award, of 80,000 restricted stock units that vested upon the modification of the award on June 21, 2013. Each remaining tranche of 80,000 restricted stock units vests annually commencing August 24, 2013, assuming continued employment through the applicable vesting date and, with respect to a portion of each tranche, satisfaction of applicable performance-based criteria.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COOK TIMOTHY D
1 INFINITE LOOP
CUPERTINO, CA 95014
X
Chief Executive Officer

Signatures
/s/ Gene Levoff, Attorney-in-fact for Timothy D. Cook 6/21/2013
** 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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