0000929887-12-000039.txt : 20120705 0000929887-12-000039.hdr.sgml : 20120704 20120705184407 ACCESSION NUMBER: 0000929887-12-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120702 FILED AS OF DATE: 20120705 DATE AS OF CHANGE: 20120705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GROUP INC CENTRAL INDEX KEY: 0000929887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860419443 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 1: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WRUBEL ROBERT W CENTRAL INDEX KEY: 0001209729 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 12949198 BUSINESS ADDRESS: STREET 1: 95 S JACKSON STREET 2: STE 300 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2064419100 MAIL ADDRESS: STREET 1: 199 FREMONT STREET STREET 2: SUITE 1800 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 wf-form4_134152823020831.xml FORM 4 X0306 4 2012-07-02 0 0000929887 APOLLO GROUP INC APOL 0001209729 WRUBEL ROBERT W 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 0 1 0 0 EVP, CM&PD Officer Class A Common Stock 2012-07-02 4 A 0 12108 0 A 79934 D Class A Common Stock 2012-07-02 4 A 0 4128 0 A 84062 D Class A Common Stock 2012-07-02 5 A 0 E 1653 0 A 84062 D Class A Common Stock 2012-07-02 5 A 0 E 1921 0 A 84062 D 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). (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. Includes (i) 12,108 shares of the Issuer's Class A common stock subject to the reported RSU award on line 1, (ii) 4,148 shares of the Issuer's Class A common stock subject to the RSUs granted October 5, 2011, (iii) 35,500 shares of the Issuer's Class A common stock subject to the RSUs granted July 6, 2011 (iv) 20,800 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, and (v) 1,800 shares of the Issuer's Class A common stock subject to RSUs granted July 10, 2008 (footnote continued below). (continued from footnote 3 above) The 4,148 shares underlying the October 5, 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, 2015 vesting dates. The 35,500 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, 2015 vesting dates (footnote continued below). (continued from footnote 4 above) The 20,800 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 1,800 shares underlying the July 10, 2008 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through July 10, 2012. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 12,222 target 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) 5,034 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 5, 2011, or (iii) 7,365 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011. The performance 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. 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 objective be attained, then 50% 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 on the second anniversary 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). (continued from footnote 7 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. Includes 4,128 shares of the Issuer's Class A common stock subject to the reported RSU award on line 2. 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 the twelve-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 net revenue for the twelve-month period ending August 31, 2012 (footnote continued below). (continued from footnote 10 above) 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 and 300% 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. 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 (footnote continued below). (continued from footnote 11 above) 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. Does not include 1,653 target shares of the Issuer's Class A common stock subject to the reported performance share award. Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person on July 2, 2012. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance-vesting requirement is tied to the increase in adjusted operating free cash flow of Apollo Global, Inc., the Issuer's majority-owned subsidiary, over the specified performance period (September 1, 2012 to August 31, 2014). The amount of such increase 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 percentage will range from 100% at target level attainment to 600% at maximum level attainment or above (footnote continued below). (continued from footnote 14 above) The Reporting Person will vest in one-half 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 performance period that the Reporting Person remains in the Issuer's employ. 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 Apollo Global, Inc. or the Issuer. When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the 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. Does not include (i) 1,921 target shares of the Issuer's Class A common stock subject to the reported performance share award on line 4, or (ii) 1,653 target shares of the Issuer's Class A common stock subject to the reported performance share award on line 3. By Brian L. Swartz for Robert W. Wrubel 2012-07-05