- Statement of Changes in Beneficial Ownership (4)
November 03 2008 - 7:47PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BISHOP TERRI C
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2. Issuer Name
and
Ticker or Trading Symbol
APOLLO GROUP INC
[
APOL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP, External Affairs
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(Last)
(First)
(Middle)
4025 S. RIVERPOINT PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/30/2008
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(Street)
PHOENIX, AZ 85040
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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10/30/2008
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F
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1602
(1)
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D
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$69.64
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12398
(2)
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D
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Class A Common Stock
(3)
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10/31/2008
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A
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3118
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A
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$0.00
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15516
(2)
(4)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified stock option (right to buy)
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$69.51
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10/31/2008
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A
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15243
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(5)
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10/30/2014
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Class A Common Stock
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15243
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$0.00
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15243
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D
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Explanation of Responses:
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(
1)
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Represents shares of the Issuer's Class A common stock withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units ("RSUs") and the issuance of the underlying shares of Class A common stock.
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(
2)
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Includes 10,500 shares of the Issuer's Class A common stock subject to RSUs granted on July 3, 2007 that will be issued incrementally as those RSUs vest over a defined service period.
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(
3)
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Represents shares of the Issuer's Class A common stock underlying 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 the RSUs will vest in 4 successive equal annual installments upon the Reporting Person's completion of each year of service over the 4-year period measured from September 1, 2008. The shares of the Issuer's Class A common stock will be issued as the RSUs vest. The RSUs also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the RSUs actually outstanding shares. The RSUs will be subject to accelerated vesting upon certain changes in control or ownership of the Issuer.
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(
4)
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Includes 3,118 shares of the Issuer's Class A common stock subject to the reported RSUs.
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(
5)
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The option will vest and become exercisable for the underlying shares of Class A Common stock in 4 successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the 4-year period measured from September 1, 2008, subject to accelerated vesting upon certain changes in control or ownership of the Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BISHOP TERRI C
4025 S. RIVERPOINT PARKWAY
PHOENIX, AZ 85040
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Executive VP, External Affairs
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Signatures
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/s/ Joseph L. D?Amico for Terri C. Bishop
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11/3/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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