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 *

SPERLING PETER V 		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)
Vice Chrmn of the Board
(Last)          (First)          (Middle)

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

6/2/2011
(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   6/2/2011     M (1)    13500   A $30.77   3544087   (3) (4) D    
Class A Common Stock   6/2/2011     S (1)    13500   D $47.0994   (2) 3530587   (3) (4) D    
Class A Common Stock   6/2/2011     M (1)    150   A $29.3267   3530737   (3) (4) D    
Class A Common Stock   6/2/2011     S (1)    150   D $47.0994   (2) 3530587   (3) (4) D    
Class A Common Stock                  1000000   I   John Sperling 1994 Irrevocable Trust   (5)
Class A Common Stock                  551156   I   Peter V. Sperling Revocable Trust   (6)

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
Non-Qualified Stock Option (right to buy)   $30.77   6/2/2011     M   (1)       13500      (7) 9/21/2011   Class A Common Stock   13500   $0   0   D    
Non-Qualified Stock Option (right to buy)   $29.3267   6/2/2011     M   (1)       150      (8) 1/2/2012   Class A Common Stock   150   $0   0   D    

Explanation of Responses:
( 1)  The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 28, 2010
( 2)  Represents the weighted average sale price per share. The actual sale prices ranged from a low of $46.71 to a high of $47.49. 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.
( 3)  Includes (i) 3,288 shares of the Issuer's Class A common stock subject to restricted stock units ("RSUs") granted July 6, 2010, (ii) 1,824 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009 and (iii) 1,326 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 3,288 shares underlying the July 6, 2010 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement)in a series of 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 1,824 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 through each of the July 2, 2011, July 2, 2012, and July 2, 2013 vesting dates. (footnote continued below)
( 4)  (continued from footnote 3 above). The 1,326 shares underlying the July 2, 2009 RSUs will be issued as 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 1,161 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.
( 5)  By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
( 6)  By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.
( 7)  The option vested and became fully exerciseable on August 31, 2003.
( 8)  The option vested and became fully exerciseable on January 2, 2003.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPERLING PETER V
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X
Vice Chrmn of the Board

Signatures
By Brian L. Swartz for Peter V. Sperling 6/3/2011
** 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.
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