XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 2/1/2012

Effective Date 2/1/2012

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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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SPERLING JOHN G
  2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [APOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Chrmn of the Board
(Last)
(First)
(Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2012
(Street)

PHOENIX, AZ 85040
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/01/2012   S(1)   60,000 D $52.8743(2) 8,542,386 I John Sperling Revocable Trust(3)
Class A Common Stock               118,678(4)(5) D  
Class A Common Stock               900,000 I John Sperling Irrevocable Trust(6)
Class A Common Stock               1,193,036(7) I Aurora Foundation(8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SPERLING JOHN G
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
  X     Exec Chrmn of the Board  

Signatures

 By Joesph D'Amico for John G. Sperling   02/02/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 28, 2010.
(2) Represents the weighted average sale price per share. The actual sale prices ranged from a low of $52.67 to a high of $53.34. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
(3) By self as trustee and beneficiary of the John Sperling Revocable Trust dated November 26, 2007.
(4) Includes (i) 47,296 shares of the Issuer's Class A common stock subject to the RSUs granted on July 6, 2011, (ii) 32,247 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010 and (iii) 15,926 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 47,296 shares underlying the July 6, 2011 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of August 31, 2012, July 6, 2013, July 6, 2014, and July 6, 2015 vesting dates. The 32,247 shares underlying the July 6, 2010 RSUs will be issued when those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. (footnote continued below)
(5) (continued from footnote 4 above) The 15,926 shares underlying the July 2, 2009 RSUs will be issued when those units vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2012, and July 2, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) the performance share award made to the Reporting Person on July 6, 2011 for 20,805 target shares of the Issuer's Class A common stock and (ii) the performance share award made to the Reporting Person on July 6, 2010 for 15,174 target shares of the Issuer's Class A common stock. Those performance shares will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above.
(6) By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
(7) Represents a 21,000 share reduction in the number of shares of the Issuer's Class A common stock previously reported for Aurora Foundation. The reduction is the result of sales made by Aurora Foundation since the date of the last Form 4 report filed by the Reporting Person. The Reporting Person had no pecuniary interest in the shares sold and has no pecuniary interest in any of the remaining shares of the Issuer's Class A common stock owned by the Aurora Foundation.
(8) By Self as trustee of the Aurora Foundation dated May 22, 1997.

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XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filling

Apollo Education Group Inc Class A XMEX:APOL Stock - Get Insider Activity SEC Filing of Apollo Education Group Inc Class A XMEX:APOL stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 2/1/2012
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