XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 7/6/2012

Effective Date 7/6/2012

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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)
07/06/2012
(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 07/06/2012   F(1)   3,392 D $36.55 176,477(2)(3)(4) D  
Class A Common Stock               8,372,386 I John Sperling Revocable Trust(5)
Class A Common Stock               900,000 I John Sperling Irrevocable Trust(6)
Class A Common Stock               1,181,036 I Aurora Foundation(7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 Brian L. Swartz for John G. Sperling   07/10/2012
** 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) Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of Class A common stock.
(2) Includes (i) 63,704 shares of the Issuer's Class A common stock subject to the RSUs granted on July 2, 2012, (ii) 47,296 shares of the Issuer's Class A common stock subject to the RSUs granted on July 6, 2011, (iii) 21,498 shares of the Issuer's Class A common stock subject to the RSUs granted on July 6, 2010 and (iv) 7,963 shares of the Issuer's Class A common stock subject to the RSUs granted July 2, 2009. The 63,704 shares underlying the July 2, 2012 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 the August 31, 2013, July 2, 2014, July 2, 2015 and July 2, 2016 vesting dates. (footnote continued below)
(3) (continued from footnote 2 above) 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 21,498 shares underlying the July 6, 2010 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 6, 2013, and July 6, 2014 vesting dates. The 7,963 shares underlying the July 2, 2009 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 2, 2013 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. (footnote continued below)
(4) (continued from footnote 3 above) Does not include (i) the performance share award made to the Reporting Person on July 2, 2012 for 32,610 target shares of the Issuer's Class A common stock, (ii) 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 or (iii) 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.
(5) By self as trustee and beneficiary of the John Sperling Revocable Trust dated November 26, 2007.
(6) By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
(7) By Self as trustee of the Aurora Foundation dated May 22, 1997.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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

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XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 7/6/2012
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