- Statement of Ownership (SC 13G)
January 25 2010 - 11:28AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2 (b)
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Apollo Group, Inc.
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(Name of Issuer)
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Class A Common Stock, No Par Value
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(Title of Class of Securities)
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037604105
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(CUSIP Number)
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January 15, 2010
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(Date of Event Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The remainder
of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20 Pages
Exhibit Index Contained on Page 16
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CUSIP NO.
037604105
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13
G
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Page
2 of 20
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1
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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
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Tiger Global Private Investment Partners V,
L.P. (Tiger PIP V)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
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|
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(a)
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o
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(b)
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x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
836,053 shares, except that Tiger Global PIP Performance V, L.P.
(Tiger Performance V), the general partner of Tiger PIP V, Tiger
Global PIP Management V, Ltd. (Tiger Management V), the general
partner of Tiger Performance V, and Tiger Global Management, LLC
(Tiger Management), the investment manager of Tiger PIP V, may
be deemed to have sole voting power with respect to such shares, and
Charles P. Coleman III (Coleman), the director of Tiger Management
V and managing member of Tiger Management, may be deemed to
have sole voting power with respect to such shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
836,053 shares, except that Tiger Performance V, the general partner of
Tiger PIP V, Tiger Management V, the general partner of Tiger
Performance V, and Tiger Management, the investment manager of
Tiger PIP V, may be deemed to have sole dispositive power with
respect to such shares, and Coleman, the director of Tiger Management
V and managing member of Tiger Management, may be deemed to
have sole dispositive power with respect to such shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
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REPORTING PERSON
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836,053
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
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|
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EXCLUDES CERTAIN SHARES (See Instructions)
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o
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.5%
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12
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TYPE OF REPORTING PERSON
(See Instructions)
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PN
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CUSIP NO.
037604105
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13
G
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Page
3 of 20
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1
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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
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Tiger Global PIP Performance V, L.P. (Tiger Performance V)
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2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
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(a)
|
o
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(b)
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x
|
3
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SEC USE ONLY
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|
|
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4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
836,053 shares, all of which are directly owned by Tiger PIP V. Tiger Performance V, the general partner of Tiger PIP V, Tiger
Management V, the general partner of Tiger Performance V, Tiger Management, the investment manager of Tiger PIP V, and Coleman, the
director of Tiger Management V and the managing member of Tiger Management, may be deemed to have sole voting power with respect to
such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
836,053 shares, all of which are directly owned by Tiger PIP V. Tiger Performance V, the general partner of Tiger PIP V, Tiger
Management V, the general partner of Tiger Performance V, Tiger Management, the investment manager of Tiger PIP V, and Coleman, the
director of Tiger Management V and the managing member of Tiger Management, may be deemed to have sole dispositive power with respect
to such shares.
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8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
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REPORTING PERSON
|
|
|
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836,053
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.5%
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|
|
12
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TYPE OF REPORTING PERSON
(See Instructions)
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PN
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CUSIP NO.
037604105
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13
G
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Page
4 of 20
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
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Tiger Global PIP Management V, Ltd. (Tiger Management V)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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|
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(a)
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o
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(b)
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x
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
836,053 shares, all of which are directly owned by Tiger PIP V. Tiger Performance V, the general partner of Tiger PIP V, Tiger
Management V, the general partner of Tiger Performance V, Tiger Management, the investment manager of Tiger PIP V, and Coleman, the
director of Tiger Management V and the managing member of Tiger Management, may be deemed to have sole voting power with respect to
such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
836,053 shares, all of which are directly owned by Tiger PIP V. Tiger Performance V, the general partner of Tiger PIP V, Tiger
Management V, the general partner of Tiger Performance V, Tiger Management, the investment manager of Tiger PIP V, and Coleman, the
director of Tiger Management V and the managing member of Tiger Management, may be deemed to have sole dispositive power with respect
to such shares.
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8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
|
836,053
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
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EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.5%
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|
|
12
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TYPE OF REPORTING PERSON
(See Instructions)
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CO
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CUSIP NO.
037604105
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13
G
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Page
5 of 20
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
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Tiger Global, L.P. (Tiger Global)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC USE ONLY
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|
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|
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
6,522,459 shares (including 2,730,100 shares issuable pursuant to outstanding options exercisable within 60 days of January 15,
2010), except that each of Tiger Global Performance, LLC (Tiger Global Performance), the general partner of Tiger Global, and Tiger
Management, the investment manager of Tiger Global, may be deemed to have sole voting power with respect to such shares, and Coleman,
the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole voting power with respect to
such shares.
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6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
6,522,459 shares (including 2,730,100 shares issuable pursuant to outstanding options exercisable within 60 days of January 15,
2010), except that each of Tiger Global Performance, the general partner of Tiger Global, and Tiger Management, the investment
manager of Tiger Global, may be deemed to have sole dispositive power with respect to such shares, and Coleman, the managing member
of each of Tiger Global Performance and Tiger Management, may be deemed to have sole dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
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6,522,459
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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|
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4.2%
|
|
|
12
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TYPE OF REPORTING PERSON
(See Instructions)
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PN
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CUSIP NO.
037604105
|
13
G
|
Page
6 of 20
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1
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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
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Tiger Global II, L.P. (Tiger Global II)
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2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
|
|
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|
|
(a)
|
o
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(b)
|
x
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
245,272 shares (including 102,700 shares issuable pursuant to outstanding options exercisable within 60 days of January 15, 2010),
except that each of Tiger Global Performance, the general partner of Tiger Global II, and Tiger Management, the investment manager of
Tiger Global II, may be deemed to have sole voting power with respect to such shares, and Coleman, the managing member of each of
Tiger Global Performance and Tiger Management, may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
245,272 shares (including 102,700 shares issuable pursuant to outstanding options exercisable within 60 days of January 15, 2010),
except that each of Tiger Global Performance, the general partner of Tiger Global II, and Tiger Management, the investment manager of
Tiger Global II, may be deemed to have sole dispositive power with respect to such shares, and Coleman, the managing member of each
of Tiger Global Performance and Tiger Management, may be deemed to have sole dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
|
245,272
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
0.2%
|
|
|
12
|
TYPE OF REPORTING PERSON
(See Instructions)
|
|
|
|
|
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PN
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CUSIP NO.
037604105
|
13
G
|
Page
7 of 20
|
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1
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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|
Tiger Global Master Fund, L.P. (TGMF)
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
(a)
|
o
|
(b)
|
x
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,799,092 shares (including 2,008,800 shares issuable pursuant to outstanding options exercisable within 60 days of January 15,
2010), except that Tiger Management, the investment manager of TGMF, may be deemed to have sole voting power with respect to such
shares, Tiger Global Performance, the general partner of TGMF, may be deemed to have sole voting power with respect to such shares,
and Coleman, the managing member of each of Tiger Management and Tiger Global Performance, may be deemed to have sole voting power
with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
4,799,092 shares (including 2,008,800 shares issuable pursuant to outstanding options exercisable within 60 days of January 15,
2010), except that Tiger Management, the investment manager of TGMF, may be deemed to have sole dispositive power with respect to
such shares, Tiger Global Performance, the general partner of TGMF, may be deemed to have sole dispositive power with respect to such
shares, and Coleman, the managing member of each of Tiger Management and Tiger Global Performance, may be deemed to have sole
dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
|
4,799,092
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
3.1%
|
|
|
12
|
TYPE OF REPORTING PERSON
(See Instructions)
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
8 of 20
|
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|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|
Tiger Global Performance, LLC (Tiger Global Performance)
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
(a)
|
o
|
(b)
|
x
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
11,566,823 shares (including 4,841,600 shares issuable pursuant to
outstanding options exercisable within 60 days of January 15, 2010), of which
6,522,459 (including 2,730,100 shares issuable pursuant to outstanding
options exercisable within 60 days of January 15, 2010) are directly owned by
Tiger Global, 245,272 (including 102,700 shares issuable pursuant to
outstanding options exercisable within 60 days of January 15, 2010) are
directly owned by Tiger Global II, and 4,799,092 (including 2,008,800 shares
issuable pursuant to outstanding options exercisable within 60 days of
January 15, 2010) are directly owned by TGMF. Tiger Global Performance is the
general partner of each of Tiger Global, Tiger Global II and TGMF and may be
deemed to have sole voting power with respect to such shares, Tiger
Management is the investment manager of each of Tiger Global, Tiger Global II
and TGMF and may be deemed to have sole voting power with respect to such
shares and Coleman, the managing member of each of Tiger Global Performance
and Tiger Management, may be deemed to have sole voting power with respect to
such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
11,566,823 shares (including 4,841,600 shares issuable pursuant to
outstanding options exercisable within 60 days of January 15, 2010), of which
6,522,459 (including 2,730,100 shares issuable pursuant to outstanding
options exercisable within 60 days of January 15, 2010) are directly owned by
Tiger Global, 245,272 (including 102,700 shares issuable pursuant to
outstanding options exercisable within 60 days of January 15, 2010) are
directly owned by Tiger Global II, and 4,799,092 (including 2,008,800 shares
issuable pursuant to outstanding options exercisable within 60 days of
January 15, 2010) are directly owned by TGMF. Tiger Global Performance is the
general partner of each of Tiger Global, Tiger Global II and TGMF and may be
deemed to have sole dispositive power with respect to such shares, Tiger
Management is the investment manager of each of Tiger Global, Tiger Global II
and TGMF and may be deemed to have sole dispositive power with respect to
such shares and Coleman, the managing member of each of Tiger Global
Performance and Tiger Management, may be deemed to have sole dispositive
power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
|
11,566,823
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
(See Instructions)
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
9 of 20
|
|
|
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|
Tiger Global Management, LLC (Tiger Management)
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
(a)
|
o
|
(b)
|
x
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
12,402,876
shares (including 4,841,600 shares issuable pursuant to outstanding
options exercisable within 60 days of January 15, 2010), of which 836,053 are
directly owned by Tiger PIP V, 6,522,459 (including 2,730,100 shares
issuable pursuant to outstanding options exercisable within 60 days of January
15, 2010) are directly owned by Tiger Global, 245,272 (including 102,700 shares
issuable pursuant to outstanding options exercisable within 60 days of January
15, 2010) are directly owned by Tiger Global II and 4,799,092 (including
2,008,800 shares issuable pursuant to outstanding options exercisable within 60
days of January 15, 2010) are directly owned by TGMF. Tiger Management is the
investment manager of each of Tiger PIP V, Tiger Global, Tiger Global II and
TGMF and may be deemed to have sole voting power with respect to such shares.
Tiger Performance V, the general partner of Tiger PIP V, and Tiger Management
V, the general partner of Tiger Performance V, may be deemed to have sole
voting power with respect to such shares directly owned by Tiger PIP V. Tiger
Global Performance, the general partner of each of Tiger Global, Tiger Global
II and TGMF, may be deemed to have sole voting power with respect to such
shares directly owned by such entities. Coleman, the managing member of each of
Tiger Management and Tiger Global Performance and the director of Tiger
Management V, may be deemed to have sole voting power with respect to such
shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
12,402,876
shares (including 4,841,600 shares issuable pursuant to outstanding options
exercisable within 60 days of January 15, 2010), of which 836,053 are directly
owned by Tiger PIP V, 6,522,459 (including 2,730,100 shares issuable pursuant
to outstanding options exercisable within 60 days of January 15, 2010) are
directly owned by Tiger Global, 245,272 (including 102,700 shares issuable
pursuant to outstanding options exercisable within 60 days of January 15, 2010)
are directly owned by Tiger Global II and 4,799,092 (including 2,008,800 shares
issuable pursuant to outstanding options exercisable within 60 days of January
15, 2010) are directly owned by TGMF. Tiger Management is the investment
manager of each of Tiger PIP V, Tiger Global, Tiger Global II and TGMF and may
be deemed to have sole dispositive power with respect to such shares. Tiger
Performance V, the general partner of Tiger PIP V, and Tiger Management V, the
general partner of Tiger Performance V, may be deemed to have sole dispositive
power with respect to such shares directly owned by Tiger PIP V. Tiger Global
Performance, the general partner of each of Tiger Global, Tiger Global II and
TGMF, may be deemed to have sole dispositive power with respect to such shares
directly owned by such entities. Coleman, the managing member of each of Tiger
Management and Tiger Global Performance and the director of Tiger Management V,
may be deemed to have sole dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
|
12,402,876
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
8.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
(See Instructions)
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
10 of 20
|
|
|
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|
Charles P. Coleman III (Coleman)
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
(a)
|
o
|
(b)
|
x
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
12,402,876 shares (including 4,841,600 shares issuable pursuant to outstanding options exercisable within 60 days of January 15,
2010), of which 836,053 are directly owned by Tiger PIP V, 6,522,459 (including 2,730,100 shares issuable pursuant to outstanding
options exercisable within 60 days of January 15, 2010) are directly owned by Tiger Global, 245,272 (including 102,700 shares
issuable pursuant to outstanding options exercisable within 60 days of January 15, 2010) are directly owned by Tiger Global II and
4,799,092 (including 2,008,800 shares issuable pursuant to outstanding options exercisable
within 60 days of January 15, 2010) are directly owned by TGMF. Coleman is the managing member of each of Tiger Global Performance
(the general partner of each of Tiger Global, Tiger Global II and TGMF) and Tiger Management (the investment manager of each of Tiger
PIP V, Tiger Global, Tiger Global II and TGMF) and the director of Tiger Management V (the general partner of Tiger Performance V)
and may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5
|
7
|
SOLE DISPOSITIVE POWER
12,402,876 shares (including 4,841,600 shares issuable pursuant to outstanding options exercisable within 60 days of January 15,
2010), of which 836,053 are directly owned by Tiger PIP V, 6,522,459 (including 2,730,100 shares issuable pursuant to outstanding
options exercisable within 60 days of January 15, 2010) are directly owned by Tiger Global, 245,272 (including 102,700 shares
issuable pursuant to outstanding options exercisable within 60 days of January 15, 2010) are directly owned by Tiger Global II and
4,799,092 (including 2,008,800 shares issuable pursuant to outstanding options exercisable
within 60 days of January 15, 2010) are directly owned by TGMF. Coleman is the managing member of each of Tiger Global Performance
(the general partner of each of Tiger Global, Tiger Global II and TGMF) and Tiger Management (the investment manager of each of Tiger
PIP V, Tiger Global, Tiger Global II and TGMF) and the director of Tiger Management V (the general partner of Tiger Performance V)
and may be deemed to have sole dispositive power with respect to such shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
|
|
|
|
REPORTING PERSON
|
|
|
|
12,402,876
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
8.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
(See Instructions)
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
11 of 20
|
|
|
|
ITEM 1(A).
|
|
NAME OF ISSUER
|
|
|
|
|
|
Apollo Group, Inc.
|
|
|
|
ITEM 1(B).
|
|
ADDRESS OF ISSUERS
PRINCIPAL EXECUTIVE OFFICES
|
|
|
|
|
|
4025 S. Riverpoint Parkway
|
|
|
Phoenix, AZ 85040
|
|
|
|
ITEM 2(A).
|
|
NAME OF PERSONS FILING
|
|
|
|
|
|
This Statement is filed by
Tiger Global Private Investment Partners V, L.P. (Tiger PIP V), a Cayman
Islands limited partnership, Tiger Global PIP Performance V, L.P. (Tiger
Performance V), a Cayman Islands limited partnership, Tiger Global PIP
Management V, Ltd. (Tiger Management V), a Cayman Islands exempted company,
Tiger Global, L.P. (Tiger Global), a Delaware limited partnership, Tiger
Global II, L.P. (Tiger Global II), a Delaware limited partnership, Tiger
Global Master Fund, L.P. (TGMF), a Cayman Islands limited partnership,
Tiger Global Performance, LLC (Tiger Global Performance), a Delaware
limited liability company, Tiger Global Management, LLC (Tiger Management),
a Delaware limited liability company, and Charles P. Coleman III (Coleman).
The foregoing entities and individual are collectively referred to as the
Reporting Persons.
|
|
|
|
ITEM 2(B).
|
|
ADDRESS OF PRINCIPAL
BUSINESS OFFICE
|
|
|
|
|
|
The address for each of
the Reporting Persons is:
|
|
|
|
|
|
c/o Tiger Global Management,
LLC
|
|
|
101 Park Avenue, 48
th
Floor
|
|
|
New York, NY 10178
|
|
|
|
ITEM 2(C)
|
|
CITIZENSHIP
|
|
|
|
|
|
Tiger PIP V, Tiger
Performance V and TGMF are Cayman Islands limited partnerships. Tiger
Management V is a Cayman Islands exempted company. Tiger Global and Tiger
Global II are Delaware limited partnerships. Tiger Global Performance and
Tiger Management are Delaware limited liability companies. Coleman is a
United States citizen.
|
|
|
|
ITEM 2(D) AND
(E).
TITLE OF
CLASS OF SECURITIES AND CUSIP NUMBER
|
|
|
|
|
|
Class A Common Stock
|
|
|
CUSIP # 037604105
|
|
|
|
ITEM 3.
|
|
Not Applicable
.
|
|
|
|
|
|
|
ITEM 4.
|
|
OWNERSHIP
|
|
|
|
|
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
12 of 20
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned
:
|
|
|
|
|
|
|
|
|
See Row 9 of cover page
for each Reporting Person.
|
|
|
|
|
|
|
|
(b)
|
Percent of Class
:
|
|
|
|
|
|
|
|
|
See Row 11 of cover page
for each Reporting Person.
|
|
|
|
|
|
|
|
(c)
|
Number of shares as to
which such person has
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to
direct the vote
:
|
|
|
|
|
|
|
|
|
|
See Row 5 of cover page
for each Reporting Person.
|
|
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
:
|
|
|
|
|
|
|
|
|
|
See Row 6 of cover page
for each Reporting Person.
|
|
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
:
|
|
|
|
|
|
|
|
|
|
See Row 7 of cover page
for each Reporting Person.
|
|
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
:
|
|
|
|
|
|
|
|
|
|
See Row 8 of cover page
for each Reporting Person.
|
|
|
|
|
|
ITEM 5.
|
|
OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
ITEM 6.
|
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER PERSON
.
|
|
|
|
|
|
|
|
Under certain
circumstances set forth in the limited partnership agreements of Tiger PIP V,
Tiger Performance V, TGMF, Tiger Global and Tiger Global II, and the limited
liability company agreement of Tiger Global Performance and Tiger Management,
the general and limited partners or members, as the case may be, of each of
such entities may be deemed to have the right to receive dividends from, or
the proceeds from, the sale of shares of the issuer owned by each such entity
of which they are a partner or member, as the case may be.
|
|
|
|
|
|
ITEM 7.
|
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING COMPANY
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
ITEM 8.
|
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP
.
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
ITEM 9.
|
|
NOTICE OF DISSOLUTION OF
GROUP
.
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
13 of 20
|
|
|
|
ITEM 10.
|
|
CERTIFICATION
.
|
|
|
|
|
|
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
14 of 20
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
|
|
|
Date: January 25, 2010
|
|
|
|
|
|
Tiger Global Private
Investment Partners V, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global PIP
Performance V, L.P.
|
|
Signature
|
Its General Partner
|
|
|
By Tiger Global PIP
Management V, Ltd.
|
|
Charles P. Coleman III
|
Its General Partner
|
|
Director
|
|
|
|
|
|
|
Tiger Global PIP
Performance V, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global PIP
Management V, Ltd.
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Director
|
|
|
|
|
|
|
Tiger Global PIP Management
V, Ltd.
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Director
|
|
|
|
|
|
|
Tiger Global, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global II, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
Tiger Global Master Fund,
L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global Performance,
LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
15 of 20
|
|
|
|
Tiger Global Performance,
LLC
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global Management, LLC
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
Charles P. Coleman III
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representatives
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
NOTE
: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties for whom
copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
16 of 20
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
Found
on
Sequentially
Numbered Page
|
|
|
|
|
|
|
Exhibit A:
|
Agreement of Joint Filing
|
17
|
|
|
|
Exhibit B:
|
Power of Attorney
|
19
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
17 of 20
|
EXHIBIT A
Agreement of Joint Filing
The
undersigned hereby agree that a single Schedule 13G (or any amendment thereto)
relating to the Class A Common Stock of Apollo Group, Inc. shall be filed on
behalf of each of the undersigned and that this Agreement shall be filed as an
exhibit to such Schedule 13G.
|
|
|
Date: January 25, 2010
|
|
|
|
|
|
Tiger Global Private
Investment Partners V, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global PIP
Performance V, L.P.
|
|
Signature
|
Its General Partner
|
|
|
By Tiger Global PIP
Management V, Ltd.
|
|
Charles P. Coleman III
|
Its General Partner
|
|
Director
|
|
|
|
|
|
|
Tiger Global PIP
Performance V, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global PIP
Management V, Ltd.
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Director
|
|
|
|
|
|
|
Tiger Global PIP Management
V, Ltd.
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Director
|
|
|
|
|
|
|
Tiger Global, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global II, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
18 of 20
|
|
|
|
Tiger Global Master Fund,
L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global Performance,
LLC
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global Management,
LLC
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Charles P. Coleman III
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
19 of 20
|
EXHIBIT B
Power of Attorney
Each
of the undersigned entities and individuals (collectively, the Reporting
Persons) hereby authorizes and designates Tiger Global Management, L.L.C. or
such other person or entity as is designated in writing by Charles P. Coleman,
III (the Designated Filer) as the beneficial owner to prepare and file on
behalf of such Reporting Person individually, or jointly together with the
other Reporting Persons, any and all reports, notices, communications and other
documents (including, but not limited to, reports on Schedule 13D, Schedule
13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be
required to file with the United States Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the Act) and the Securities Exchange Act of
1934, as amended (together with the implementing regulations thereto, the
Exchange Act) (collectively, the Reports) with respect to each Reporting
Persons ownership of, or transactions in, securities of any entity whose
securities are beneficially owned (directly or indirectly) by such Reporting
Person (collectively, the Companies).
Each
Reporting Person hereby further authorizes and designates Charles P. Coleman
III (the Authorized Signatory) to execute and file on behalf of such
Reporting Person the Reports and to perform any and all other acts, which in
the opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.
The
authority of the Designated Filer and the Authorized Signatory under this
Document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the
Reporting Persons ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. Each Reporting Person
acknowledges that the Designated Filer and the Authorized Signatory are not
assuming any of the Reporting Persons responsibilities to comply with the Act
or the Exchange Act.
|
|
|
Date: January 25, 2010
|
|
|
|
|
|
Tiger Global Private
Investment Partners V, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global PIP
Performance V, L.P.
|
|
Signature
|
Its General Partner
|
|
|
By Tiger Global PIP
Management V, Ltd.
|
|
Charles P. Coleman III
|
Its General Partner
|
|
Director
|
|
|
|
|
|
|
Tiger Global PIP
Performance V, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global PIP
Management V, Ltd.
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Director
|
|
|
|
|
|
|
Tiger Global PIP Management
V, Ltd.
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Director
|
|
|
|
CUSIP NO.
037604105
|
13
G
|
Page
20 of 20
|
|
|
|
Tiger Global, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global II, L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
Tiger Global Master Fund,
L.P.
|
|
/s/ Charles P. Coleman III
|
By Tiger Global
Performance, LLC
|
|
Signature
|
Its General Partner
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global Performance,
LLC
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Tiger Global Management,
LLC
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
|
|
|
|
|
Charles P. Coleman III
|
|
|
Managing Member
|
|
|
|
|
|
|
Charles P. Coleman III
|
|
/s/ Charles P. Coleman III
|
|
|
Signature
|
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