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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BISHOP TERRI C (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY (Street) PHOENIX AZ 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) X Director 10% Owner X Officer (give title below) Other (specify below) Executive VP, External Affairs
	3. Date of Earliest Transaction (Month/Day/Year) 07/02/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	07/02/2009		A		8,700	A	$0	24,216(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option(right to buy)	$67.9	07/02/2009		A		21,160		(3)	07/02/2015	Class A Common Stock	21,160	$0	21,160	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, 2010, 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, 2009 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of Class A common stock will, in general, be issued as the RSUs vest. The RSUs also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the RSUs actually outstanding shares.

2. Includes (i) 8,700 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 10,500 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007 and (iii) 3,118 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 10,500 shares underlying the July 3, 2007 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 August 31, 2009, August 31, 2010, and August 31, 2011 vesting dates. The 3,118 shares underlying the October 31, 2008 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, 2009, August 31, 2010, August 31, 2011, and August 31, 2012 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

3. The option will vest and become exercisable for the underlying shares of 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, 2009 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.

	by Brian L. Swartz for Terri C Bishop	07/07/2009
	** 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).
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