- Statement of Changes in Beneficial Ownership (4)
April 30 2010 - 1:59PM
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
*
SPERLING PETER V
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice Chrmn of the Board
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(Last)
(First)
(Middle)
4025 S. RIVERPOINT PKWY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/28/2010
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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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4/28/2010
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M
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78332
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A
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$6.5022
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5333857
(1)
(2)
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D
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Class A Common Stock
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4/28/2010
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S
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78332
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D
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$61.6235
(3)
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5255525
(1)
(2)
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D
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Class A Common Stock
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1357339
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I
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John Sperling 1994 Irrevocable Trust
(4)
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Class A Common Stock
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551156
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I
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Peter V. Sperling Revocable Trust
(5)
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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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$6.5022
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4/28/2010
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M
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78332
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(6)
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9/27/2010
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Class A Common Stock
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78332
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$0
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136979
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D
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Explanation of Responses:
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(
1)
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Includes (i) 2,432 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted July 2, 2009 and (ii) 3,978 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 2,432 shares underlying the July 2, 2009 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments on each of the August 31, 2010, July 2, 2011, July 2, 2012 and July 2, 2013 vesting dates. (footnote continued below)
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(
2)
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(continued from Note 2 above). The 3,978 shares underlying the July 2, 2009 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) as follows: two-thirds of the RSUs upon the Reporting Person's continuation in service with the Issuer through August 31, 2010, and the balance 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.
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(
3)
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Represents the weighted average sale price per share. The actual sale prices ranged from a low of $61.49 to a high of $61.87. 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.
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(
4)
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By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
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(
5)
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By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.
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(
6)
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The option vested and became fully exerciseable on August 27, 2004.
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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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SPERLING PETER V
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
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X
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Vice Chrmn of the Board
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Signatures
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Brian L. Swartz for Peter V. Sperling
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4/29/2010
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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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