FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

Cappelli Gregory William 		2. Issuer Name and Ticker or Trading Symbol

APOLLO GROUP INC [ APOL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-Chief Executive Officer
(Last)          (First)          (Middle)

4025 S. RIVERPOINT PKWY 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2011
(Street)

PHOENIX, AZ 85040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   (1) (2) 4/13/2011     A    248000   A $0   377231   (7) (8) D    
Class A Common Stock   (3) (4) 4/13/2011     A    49000   A $0   426231   (9) D    
Class A Common Stock   (5) (6) 4/13/2011     A    38000   A $0   464231   (10) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock   $39.88   4/13/2011     A      235000         (11) 4/12/2017   Class A Common Stock   235000   $0   235000   D    

Explanation of Responses:
( 1)  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 vesting condition be satisfied, 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 April 13, 2011 award date upon the Reporting Person's continuation in service with the Issuer through each such date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period (footnote continue below).
( 2)  (continued from footnote 1 above) The shares of Class A common stock will, in general, be issued as the RSUs vest. 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 "Dividend Equivalent Rights"). 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.
( 3)  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-vesting condition be satisfied, then 50% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012 and the balance of the RSUs will vest in two successive equal annual installments on the second and third one-year anniversaries of the April 13, 2011 award date upon the Reporting Person's continuation in service with the Issuer though each such date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period (footnote continued below).
( 4)  (continued from footnote 3 above) The shares of Class A common stock will, in general, be issued as the RSUs vest. The RSUs contain Dividend Equivalent Rights. 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.
( 5)  Represents shares of the Issuer's Class A common stock subject to RSUs that will vest in successive annual installments over the Reporting Person's period of service with the Issuer as follows: (i) 20% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through April 13, 2012; and (ii) an additional 40% of the RSUs will vest on each of the second and third one-year anniversaries of the April 13, 2011 award date upon the Reporting Person's continuation in service with the Issuer though each such date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period (footnote continued below).
( 6)  (footnote continued from 5 above) The shares of Class A common stock will be issued as the RSUs vest. The RSUs contain Dividend Equivalent Rights. 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.
( 7)  Includes (i) the 248,000 shares of the Issuer's Class A common stock subject to the RSU award reported on the first line item of this Form 4 and (ii) 57,740 shares of the Issuer's Class A common stock subject to RSUs granted to the Reporting Person on January 18, 2011. The RSUs granted on January 18, 2011 will vest in successive monthly installments over the Reporting Person's period of service with the Issuer as follows: (i) 20% of the RSUs will vest in 8 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 8-month period measured from January 16, 2011, with the shares that so vest to be issued on September 15, 2011; (footnote continued below)
( 8)  (footnote continued from 7 above) (ii) an additional 40% of the RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2011, with the shares of Class A common stock that so vest to be issued on September 15, 2012; and (iii) the remaining 40% of the RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2012, with the shares of Class A common stock that so vest to be issued on September 15, 2013. However, the RSUs will vest in full on an accelerated basis upon the Reporting Person's death or upon certain changes in control of the Issuer, with the shares that so vest to be issued as soon as practicable following the acceleration event.
( 9)  Includes (i) the shares described in footnotes 7 and 8 above and (ii) the 49,000 shares of the Issuer's Class A common stock subject to the RSUs reported on the second line item of this Form 4.
( 10)  Includes (i) the shares described in footnote 9 above and (ii) the 38,000 shares of the Issuer's Class A common stock subject to the RSUs reported on the third line item of this Form 4.
( 11)  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 April 13, 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. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment with the Issuer should terminate under certain specified circumstances during the service-vesting period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cappelli Gregory William
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X
Co-Chief Executive Officer

Signatures
By Brian L. Swartz for Gregory W. Cappelli 4/15/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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