SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Martin Sean

(Last)

(First)

(Middle)

4025 S. RIVERPOINT PKWY

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾⁽²⁾	07/02/2012		A		18,988	A	$0	54,238⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Class A Common Stock⁽⁷⁾⁽⁸⁾⁽⁹⁾	07/02/2012		A	V	5,781	A	$0	54,238⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$36.34	07/02/2012		A		6,968		⁽¹¹⁾	07/01/2018	Class A Common Stock	6,968	$0	6,968	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 objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2013, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 2, 2012 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The underlying shares of Class A common stock will, in general, be issued as the RSUs vest (footnote continued below).

2. (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. 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.

3. Includes (i)18,988 shares of the Issuer's Class A common stock subject to the reported RSU award,(ii) 13,064 shares of the Issuer's Class A common stock subject to the RSUs granted July 6, 2011, (iii) 2,840 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, (iv) 6,768 shares of the Issuer's Class A common stock subject to RSUs granted October 15, 2010, and (v) 6,900 shares of the Issuer's Class A common stock subject to RSUs granted October 15, 2010. The 13,064 shares underlying the July 6, 2011 RSUs will be issued when 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, 2012, July 6, 2013, July 6, 2014, and July 6, 2015vesting dates. (footnote continued below).

4. (continued from footnote 3 above) The 2,840 shares underlying the January 14, 2011 RSUs will be issued when those units vest in two equal successive installments over the Reporting Person's period of service with the Issuer through each of the September 15, 2012 and September 15, 2013 vesting dates. The January 14, 2011 RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause. The 6,768 shares underlying the October 15, 2010 RSUs will be issued when those units vest in a series of three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the October 15, 2012, October 15, 2013, and October 15, 2014 vesting dates. (footnote continued below).

5. (continued from footnote 4 above) The 6,900 shares underlying the October 15, 2010 RSUs will be issued when those units vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. (footnote continued below).

6. (continued from footnote 5 above) Does not include (i) 594 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 5, 2011, (ii) 3,162 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 and (iii) 3,249 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 15, 2010. Those awards will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above.

7. 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. For 75% of the performance shares, the applicable performance requirement is tied to the amount by which the Issuer's adjusted free cash flow for thetwelve-month period ending August 31, 2015 exceeds its adjusted free cash flow for the twelve-month period ending August 31, 2012. For the remaining 25% of the performance shares, the applicable performance requirement is tied to the difference (measured in terms of the dollar amount of the positive increase or the negative decline) between the Issuer's net revenue for the twelve-month period ending August 31, 2015 and its (footnote continued below).

8. (continued from footnote 7 above) net revenue for the twelve-month period ending August 31, 2012. 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. The conversion percentages will range from 0% at threshold level attainment to 100% at target level attainment and300% 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 2013, 2014, and 2015 fiscal years) that the Reporting Person remains in the Issuer's employ. (footnote continued below).

9. (continued from footnote 8 above) However, 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. 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. 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.

10. Does not include 5,781 shares of the Issuer's Class A common stock subject to the reported performance share award.

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 July 2, 2012 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.

Remarks:

	By Brian L. Swartz for Sean Martin	07/05/2012
	** 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).
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