XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 10/19/2012

Effective Date 10/19/2012

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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 *
Swartz Brian L
  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)
SVP & CFO
(Last)
(First)
(Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2012
(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 10/19/2012   F(1)   1,529 D $20.39 96,635(2)(3)(4)(5)(6) D  

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
Swartz Brian L
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
      SVP & CFO  

Signatures

 By Brian L. Swartz   10/23/2012
** 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) 27,244 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (ii) 4,130 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iii) 14,538 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, (iv) 8,036 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, (v) 7,576 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, (vi) 2,305 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, and (vii) 600 shares of the Issuer's Class A common stock subject to RSUs granted April 3, 2009. (footnote continued below)
(3) (continued from footnote 2 above) The 27,244 shares underlying the July 2, 2012 RSUs listed in (i) above 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. The 4,130 shares underlying the July 2, 2012 RSUs listed in (ii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon continuation in service through August 31, 2013, and the balance will vest in two successive equal annual installments upon continued service through each of the July 2, 2014 and July 2, 2015 vesting dates. (footnote continued below
(4) (continued from footnote 3 above) The 14,538 shares underlying the July 6, 2011 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 the July 6, 2013, July 6, 2014 and July 6, 2015 vesting dates. The 8,036 shares underlying the January 14, 2011 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the September 15, 2013 vesting date. The January 14, 2011 RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause.
(5) (continued from footnote 4 above) The 7,576 shares underlying the July 6, 2010 RSUs will be issued when those units vest in a series of 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 2,305 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. The 600 shares underlying the April 3, 2009 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the April 3, 2013 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
(6) Does not include (i) 10,734 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) 1,185 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) 5,796 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 and (iv) 5,349 target shares of the Issuer's Class A common stock subject 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.

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

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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.

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XMEX:APOL Apollo Education Group Inc Class A Insider Activity 4 Filing - 10/19/2012
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