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Filing Details

Accession Number:: 0001209191-11-038949
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-07-08 17:19:26
Reporting Period:: 2011-07-06

Filing Date:: 2011-07-08
Accepted Time:: 2011-07-08 17:19:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
929887	Apollo Group Inc	APOL	Services-Educational Services (8200)	860419443

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237503	G John Sperling	4025 S. Riverpoint Pkwy Phoenix AZ 85040	Exec Chrmn Of The Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2011-07-06	350,000	$47.35	10,197,886	No	4	S	Indirect	John Sperling Revocable Trust
Class A Common Stock	Acquisiton	2011-07-06	47,296	$0.00	129,759	No	4	A	Direct
Class A Common Stock	Acquisiton	2011-07-06	20,805	$0.00	129,759	No	5	A	Direct
Class A Common Stock	Disposition	2011-07-06	25,000	$47.48	975,000	No	4	S	Indirect	John Sperling Irrevocable Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	John Sperling Revocable Trust
No	4	A	Direct
No	5	A	Direct
No	4	S	Indirect	John Sperling Irrevocable Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Non-Qualified Stock Option (Right to Buy)	Acquisiton	2011-07-06	55,104	$0.00	55,104	$47.47

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
55,104		2017-07-05	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,340,036	Indirect	Aurora Foundation

Footnotes

The reported transaction was effected by the John Sperling Revocable Trust, of which the Reporting Person is trustee and beneficiary.
Represents the weighted average sale price per share. The actual sale prices ranged from a low of $46.68 to a high of $47.59. 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.
Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 6, 2011 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The underlying shares of Class A common stock will, in general, be issued as the RSUs vest (footnote continued below).
(continued from footnote 3 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU award that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of Class A common stock to which they relate are issued under the RSU award.
Includes (i) 42,996 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, (ii) 15,926 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, (iii) 12,500 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007 and (iv) 3,417 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 42,996 shares underlying the July 6, 2010 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, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates (footnote continued below).
(continued from footnote 5 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. The 12,500 shares underlying the July 3, 2007 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. The 3,417 shares underlying the October 31, 2008 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer (footnote continued below).
(continued from footnote 6 above) Does not include 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 that will not actually convert into any such shares unless the applicable performance goal is attained at threshold level or above.
Includes 47,296 shares of the Issuer's Class A common stock subject to the reported RSU award.
Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance-vesting requirement for 80% of the performance shares is tied to the average of the annual percentage rates of growth or decline in the Issuer's adjusted free cash flow for each of the Issuer's 2012, 2013 and 2014 fiscal years, and the performance-vesting requirements for the remaining 20% are tied to the average credit earned per student for bachelor-degree and associate-degree enrolled students, respectively, over the applicable performance periods. The levels at which the various performance goals are attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted (footnote continued below).
(continued from footnote 9 above) The conversion percentages will range from 50% at threshold level attainment to 100% at target level attainment and 200% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the specified service period (the Issuer's 2012, 2013, and 2014 fiscal years) that the Reporting Person remains in the Issuer's employ. However, the performance shares will immediately convert into fully-vested shares of the Issuer's Class A common stock at target level or above upon certain changes in control or ownership of the Issuer (footnote continued below).
(continued from footnote 10 above) When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.
Does not include 20,805 shares of the Issuer's Class A common stock subject to the reported performance share award.
The reported transaction was effected by the John Sperling 1994 Irrevocable Trust of which the Reporting Person is a co-trustee and beneficiary.
Represents the weighted average sale price per share. The actual sale prices ranged from a low of $47.44 to a high of $47.51. 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.
By self as trustee and beneficiary of the John Sperling Revocable Trust dated November 26, 2007.
By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
By Self as trustee of the Aurora Foundation dated May 22, 1997.
The option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the July 6, 2011 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer.