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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/15/2013 | F(1) | 10,715 | D | $20.81 | 366,885(2)(3)(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. 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. |
2. Includes (i) 104 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, (ii) 124,000 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, (iii) 12,250 shares of the Issuer's Class A common stock subject to RSUs granted on April 13, 2011, and (iv) 15,200 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011. The 104 shares underlying the July 6, 2011 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 April 13, 2014 and April 13, 2015 vesting dates. The 124,000 shares underlying the April 13, 2011 RSUs described in (ii) above 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 April 13, 2014, and April 13, 2015 vesting dates. (footnote continued below) |
3. (continued from footnote 2 above) The 12,250 shares underlying the April 13, 2011 RSUs described in (iii) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through April 13, 2014. The 15,200 shares underlying the April 13, 2011 RSUs described in (iv) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through April 13, 2014. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and all of the RSUs are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period. |
4. Does not include (i) 12,810 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on March 29, 2012, (ii) 21,066 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 (iii) 55,617 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. 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. |
Remarks: |
By Brian L. Swartz for Gregory W. Cappelli | 09/17/2013 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |