Apple Inc.
APPLE INC (Form: 4, Received: 05/05/2014 18:32:51)
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 *

AHRENDTS ANGELA J
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)

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

5/1/2014
(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

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) 5/1/2014     A      62555         (2)   (2) Common Stock   62555   $0   62555   D    
Restricted Stock Unit     (1) 5/1/2014     A      33476         (3)   (3) Common Stock   33476   $0   33476   D    
Restricted Stock Unit     (1) 5/1/2014     A      5817         (4)   (4) Common Stock   5817   $0   5817   D    
Restricted Stock Unit     (1) 5/1/2014     A      5739         (5)   (5) Common Stock   5739   $0   5739   D    
Restricted Stock Unit     (1) 5/1/2014     A      5747         (6)   (6) Common Stock   5747   $0   5747   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 2)  These restricted stock units are scheduled to vest 26% on June 1, 2014; 32% on April 1, 2015; 21% on July 18, 2015; 15% on June 14, 2016; 3% on June 14, 2017; and 3% on June 14, 2018.
( 3)  One-third of these restricted stock units are scheduled to vest on each of May 1, 2015; May 1, 2016; and May 1, 2017.
( 4)  Vesting of these restricted stock units depends on Apple Inc.'s relative total shareholder return from May 1, 2014 through and including April 30, 2015. The "target" number of restricted stock units is reported. Between 0% and 200% of the target number of units may vest on May 1, 2015, with the vesting percentage determined based on actual performance.
( 5)  Vesting of these restricted stock units depends on Apple Inc.'s relative total shareholder return from May 1, 2014 through and including April 30, 2016. The "target" number of restricted stock units is reported. Between 0% and 200% of the target number of units may vest on May 1, 2016, with the vesting percentage determined based on actual performance.
( 6)  Vesting of these restricted stock units depends on Apple Inc.'s relative total shareholder return from May 1, 2014 through and including April 30, 2017. The "target" number of restricted stock units is reported. Between 0% and 200% of the target number of units may vest on May 1, 2017, with the vesting percentage determined based on actual performance.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AHRENDTS ANGELA J
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CUPERTINO, CA 95014


Senior Vice President

Signatures
/s/ Gene Levoff, Attorney-in-fact for Angela Ahrendts 5/5/2014
** 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).
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