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1. Name and Address of Reporting Person
*
D'Amico Joseph Lawrence
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and COO
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(Last)
(First)
(Middle)
4025 S. RIVERPOINT PKWY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/6/2011
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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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Explanation of Responses:
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(
1)
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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 objective be attained, 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 July 6, 2011 award 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 vesting continuation/vesting accelerating benefits in the event his employment should terminate under certain specified circumstances. The underlying shares of Class A common stock will, in general, be issued as the RSUs vest (footnote continued below).
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(
2)
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(continued from footnote 1 above) 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 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.
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(
3)
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Includes (i) 44,660 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 31,180 shares of the Issuer's Class A common stock subject to RSUs granted on January 18, 2011, (iii) 40,220 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, and (iv) 5,984 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 31,180 shares underlying the January 18, 2011 RSUs 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 of Class A common stock that so vest to be issued on September 15, 2011; (footnote continued below)
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(
4)
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(continued from footnote 3 above) (ii) an additional 40% of the RSUs will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 6-month period measured from September 16, 2011, with the shares of Class A common stock that so vest to be issued on March 15, 2012; and (iii) the remaining 40% of the restricted stock units will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the period beginning March 16, 2012 and ending August 31, 2012, with the sixth such monthly installment to vest on August 31, 2012 and with the shares of Class A common stock that vest under those final 6 installments to be issued on September 15, 2012 (footnote continued below).
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(
5)
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(continued from footnote 4 above) The 40,220 shares underlying the July 6, 2010 RSUs will be issued as 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 5,984 shares underlying the July 2, 2009 RSUs will be issued as those units vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2012, and July 2, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer (footnote continued below).
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(
6)
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(continued from footnote 5 above) The July 6, 2010 RSU award may also continue to vest (in accordance with the stated annual vesting dates) following the Reporting Person's cessation of service with the Issuer under certain defined circumstances. Does not include the performance share award made to the Reporting Person on July 6, 2010 for 14,196 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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(
7)
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Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance-vesting requirement for 80% of the performance shares is tied to the average of the annual percentage rates of growth or decline in the Issuer's adjusted free cash flow for each of the Issuer's 2012, 2013 and 2014 fiscal years, and the performance-vesting requirements for remaining 20% are tied the average credit earned per student for bachelor-degree and associate-degree enrolled students, respectively, over the applicable performance periods. The levels at which the various performance goals are attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted (footnote continued below).
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(
8)
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(continued from footnote 7 above) The conversion percentages will range from 50% at threshold level attainment to 100% at target level attainment and 200% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the specified service period (the Issuer's 2012, 2013, and 2014 fiscal years) that the Reporting Person remains in the Issuer's employ. However, the Reporting Person will be entitled to certain vesting continuation/vesting acceleration benefits in the event his employment should terminate under certain specified circumstances. In addition, the performance shares will immediately convert into fully-vested shares of the Issuer's Class A common stock at target level or above upon certain changes in control or ownership of the Issuer (footnote continued below).
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(
9)
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(continued from footnote 8 above) When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.
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(
10)
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Does not include 17,382 shares of the Issuer's Class A common stock subject to the reported performance share award.
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(
11)
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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 July 6, 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 vesting continuation/vesting acceleration benefits in the event his employment should terminate under certain specified circumstances.
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