- Statement of Changes in Beneficial Ownership (4)
March 04 2011 - 4:40PM
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 JOHN G
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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
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec 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)
3/2/2011
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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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3/2/2011
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M
(1)
(2)
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4689
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A
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$30.77
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11782575
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I
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John Sperling Revocable Trust
(4)
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Class A Common Stock
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3/2/2011
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S
(1)
(2)
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4689
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D
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$45.0041
(3)
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11777886
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I
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John Sperling Revocable Trust
(4)
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Class A Common Stock
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1257339
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I
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John Sperling 1994 Irrevocable Trust
(5)
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Class A Common Stock
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85772
(6)
(7)
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D
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Class A Common Stock
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1503036
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I
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Aurora Foundation
(8)
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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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$30.77
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3/2/2011
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M
(1)
(2)
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4689
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(9)
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9/21/2011
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Class A Common Stock
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4689
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$0
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141911
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D
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Explanation of Responses:
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(
1)
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The reported transaction was effected by the John Sperling Revocable Trust, of which the Reporting Person is trustee and beneficiary.
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(
2)
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The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the John Sperling Revocable Trust on October 28, 2010.
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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 $45.00 to a high of $45.03. 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 trustee and beneficiary of the John Sperling Revocable Trust dated November 26, 2007.
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(
5)
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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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(
6)
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Includes (i) 42,996 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted July 6, 2010, (ii) 23,889 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 the August 31, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. The 23,889 shares underlying the July 2, 2009 RSUs will be issued when those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer (footnote continued below)
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(
7)
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(continued from footnote 6 above) through each of the July 2, 2011, 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. 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.
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(
8)
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By self as trustee of the Aurora Foundation dated May 22, 1997.
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(
9)
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The option vested and became fully exerciseable on August 31, 2003.
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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 JOHN G
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
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X
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X
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Exec Chrmn of the Board
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Signatures
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by Brian L. Swartz for John G. Sperling
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3/4/2011
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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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