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 *
Cappelli Gregory William
  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)
Chief Executive Officer
(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)   36,141 D $20.39 411,450(2)(3)(4)(5) 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
Cappelli Gregory William
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
  X     Chief Executive Officer  

Signatures

 By Brian L. Swartz for Gregory W. Cappelli   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) 156 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, (ii) 186,000 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, (iii) 24,500 shares of the Issuer's Class A common stock subject to RSUs granted on April 13, 2011, (iv) 30,400 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, and (v) 23,096 shares of the Issuer's Class A common stock subject to RSUs granted to the Reporting Person on January 18, 2011. The 156 shares underlying the July 6, 2011 RSUs will be issued when those units vest in three successive equal annual installments upon the Reporting Person's continuation (footnote continued below)
(3) (continued from footnote 2 above) in service with the Issuer though each of the April 13, 2013, April 13, 2014 and April 13, 2015 vesting dates. The 186,000 shares underlying the April 13, 2011 RSUs described in (ii) above will be issued as those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the April 13, 2013, April 13, 2014, and April 13, 2015 vesting dates. The 24,500 shares underlying the April 13, 2011 RSUs described in (iii) above will be issued as those units vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer though each of the April 13, 2013 (footnote continued below)
(4) (continued from footnote 3 above) and April 13, 2014 vesting dates. The 30,400 shares underlying the April 13, 2011 RSUs described in (iv) above will be issued when those units vest in two equal successive installments over the Reporting Person's period of service with the Issuer through each of the April 13, 2013 and April 13, 2014 vesting dates. The 23,096 shares underlying the January 18, 2011 RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2012, with the shares of Class A common stock that so vest to be issued on September 15, 2013. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and all of the RSUs are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period.
(5) Does not include (i) 12,810 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on March 29, 2012, (ii) 21,066 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 (iii) 55,617 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011. 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.

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 - 10/19/2012
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