Apple
APPLE INC (Form: 4, Received: 10/05/2015 18:33:45)
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 *

FEDERIGHI CRAIG
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)

10/1/2015
(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   10/1/2015     M    92764   A   (1) 486951   D    
Common Stock   (2) 10/1/2015     F    47223   D $109.58   439728   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) 10/1/2015     M         92764      (3) (4) (5) (6)   (3) Common Stock   92764     (1) 0   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.
( 2)  Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on vesting of restricted stock units. No shares were sold.
( 3)  This award was granted on March 3, 2014, for a "target number" of 46,382 restricted stock units (adjusted for Apple's 7:1 stock split in June 2014). Between 0% and 200% of the target number of units would vest on October 1, 2015, with the vesting percentage determined based on Apple's total shareholder return (TSR) relative to the other companies in the S&P 500 from September 29, 2013 through September 26, 2015.
( 4)  TSR is calculated based on the change in a company's stock price during the two-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 September 29, 2013. Apple's beginning value was calculated to be $68.67 (adjusted for dividends and Apple's 7:1 stock split in June 2014). Similarly, the ending value used for calculating TSR is the average closing price for the 20 trading days ending on September 26, 2015. Apple's ending value was calculated to be $117.67 (adjusted for dividends).
( 5)  This award provided that if Apple's relative TSR performance is ranked at or above the 85th percentile for companies in the S&P 500 for the performance period, 200% of the target number of RSUs vest. If Apple's performance is ranked at or above the 55th percentile, 100% of the target number of RSUs vest. If Apple's performance is ranked at or above the 25th percentile, 25% of the target number of RSUs vest, and if Apple's performance is ranked below the 25th percentile, 0%of the target number of RSUs vest. If Apple's performance is between these levels, the portion of the RSUs that vest is determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages.
( 6)  Apple needed to achieve a TSR of at least 52.73% to rank at or above the 85th percentile for companies in the S&P 500 for the performance period. Apple's TSR for the two-year period was 71.35%, which ranked 38th of the 478 companies that were included in the S&P 500 for the period and placed Apple in the 92nd percentile. Therefore, 92,764 RSUs subject to performance requirements vested.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FEDERIGHI CRAIG
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CUPERTINO, CA 95014


Senior Vice President

Signatures
/s/ Sam Whittington, Attorney-in-Fact for Craig Federighi 10/5/2015
** 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).
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Exhibit 24

SUBSTITUTE POWER OF ATTORNEY

Under the terms of powers of attorney (each, a "Power of Attorney") previously filed with the U.S. Securities and Exchange Commission, the undersigned was appointed an attorney-in-fact for the following individuals to, among other things, execute for and on behalf of the following individuals any Forms 3, 4 and 5 or any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder:

Angela J. Ahrendts
Timothy D. Cook
Eduardo H. Cue
Craig Federighi
Albert Gore, Jr.
Robert A. Iger
Andrea Jung
Chris Kondo
Arthur D. Levinson
Luca Maestri
Daniel J. Riccio
Philip W. Schiller
D. Bruce Sewell
Ronald D. Sugar
Susan Wagner
Jeffrey E. Williams

In accordance with the authority granted under each Power of Attorney, including the power of substitution, the undersigned hereby appoints Sam Whittington as substitute attorney-in-fact, on behalf of the individuals listed above, with the power to exercise and execute all of the powers granted or conferred in the original Power of Attorney. This Substitute Power of Attorney shall not revoke the powers granted to the undersigned in any Power of Attorney.

This Substitute Power of Attorney shall remain in full force and effect until the underlying Power of Attorney is revoked or terminated, unless earlier revoked by the undersigned in a signed writing.

Date: October 2, 2015



By:             /s/ Gene D. Levoff
                ________________________________________
Name: Gene D. Levoff
Title: Attorney-in-Fact