XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 9/15/2012

Effective Date 9/15/2012

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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 *
D'Amico Joseph Lawrence
  2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [APOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last)
(First)
(Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2012
(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 09/15/2012   F(1)   5,182 D $29.42 217,983(2)(3)(4)(5)(6) D  

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
D'Amico Joseph Lawrence
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
      President and COO  

Signatures

 By Brian L. Swartz for Joseph L. D'Amico   09/18/2012
** 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) 60,268 shares of the Issuer's Class A common stock subject to RSUs granted on July 2, 2012 (ii) 44,660 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, (iii) 20,110 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, and (iv) 2,992 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 60,268 shares underlying the July 2, 2012 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of 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 44,600 shares underlying the July 6, 2011 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2012, July 6, 2013, July 6, 2014 and July 6, 2015 vesting dates. (footnote continued below)
(4) (continued from footnote 3 above) The 20,110 shares underlying the July 6, 2010 RSUs will be issued as 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 2,992 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. The July 2, 2012, July 6, 2011 and July 6, 2010 RSU awards may also continue to vest (in accordance with the stated annual vesting dates) following the Reporting Person's cessation of service with the Issuer under certain defined circumstances. (footnote continued below)
(5) (continued from footnote 4 above) Does not include (i) 30,546 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012, (ii) 2,370 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 5, 2011, (iii) 17,382 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 or (iv) 14,196 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2010. Those awards will not actually convert into any shares unless the applicable performance goals are attained at threshold level or above.
(6) Also includes 159 shares of the Issuer's Class A common stock acquired under the Issuer's Employee Stock Purchase Plan on July 9, 2012.

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

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.

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XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 9/15/2012
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