SEC FORM 4/A

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^*

Newton Frederick James

(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)
	SR VP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/27/2013

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	03/25/2013⁽¹⁾		F⁽²⁾		695	D	$18.25	41,015⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	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)

Explanation of Responses:

1. The previously reported transaction is being reported again in order to correct a typographical error in the footnotes to the original filing.

2. Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of Class A common stock.

3. Includes (i) 4,130 shares of the Issuer's Class A common stock subject to the RSUs granted July 2, 2012, (ii) 13,484 shares of the Issuer's Class A common stock subject to the RSUs granted July 2, 2012, (iii) 6,636 shares of the Issuer's Class A common stock subject to the RSUs granted July 6, 2011, (iv) 4,728 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, and (v) 2,514 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010. The 4,130 shares underlying the July 2, 2012 RSUs listed in (i) above will be issued when those units vest (subject to an initial performance-vesting requirement) in three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2013, (footnote continued below)

4. (continued from footnote 3 above) and the balance will vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2014 and July 2, 2015 vesting dates. The 13,484 shares underlying the July 2, 2012 RSUs listed in (ii) above 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, 2013, July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 6,636 shares underlying the July 6, 2011 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 July 6, 2013, July 6, 2014, and July 6, 2015 vesting dates. (footnote continued below)

5. (continued from footnote 4 above) The 4,728 shares underlying the January 14, 2011 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the September 15, 2013 vesting date. 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 2,514 shares underlying the July 6, 2010 RSUs will be issued when those units vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2013 and July 6, 2014 vesting dates. (footnote continued below)

6. (continued from footnote 5 above) All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 2,478 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012, (ii) 357 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, (iii) 1,266 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 or (iv) 1,776 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2010. Those awards will not actually convert into any shares unless the applicable performance goals are attained at threshold level or above.

Remarks:

	By Brian L. Swartz for Frederick James Newton	06/17/2013
	** 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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