0000929887-14-000119.txt : 20140814 0000929887-14-000119.hdr.sgml : 20140814 20140814184047 ACCESSION NUMBER: 0000929887-14-000119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140812 FILED AS OF DATE: 20140814 DATE AS OF CHANGE: 20140814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO EDUCATION 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: 4025 S. RIVERPOINT PARKWAY CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 4809665394 MAIL ADDRESS: STREET 1: 4025 S. RIVERPOINT PARKWAY CITY: PHOENIX STATE: AZ ZIP: 85040 FORMER COMPANY: FORMER CONFORMED NAME: APOLLO GROUP INC DATE OF NAME CHANGE: 19940912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BISHOP TERRI C CENTRAL INDEX KEY: 0001338665 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 141044665 MAIL ADDRESS: STREET 1: 4025 S RIVERPOINT PKWY CITY: PHOENIX STATE: AZ ZIP: 85040 4 1 wf-form4_140805603640350.xml FORM 4 X0306 4 2014-08-12 0 0000929887 APOLLO EDUCATION GROUP INC APOL 0001338665 BISHOP TERRI C 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 1 1 0 0 Vice Chairman Class A Common Stock 2014-08-12 4 A 0 20196 0 A 56561 D Class A Common Stock 24458 I Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 Non-Qualified Stock Option (right to buy) 26.74 2014-08-12 4 A 0 15584 0 A 2020-08-11 Class A Common Stock 15584.0 15584 D Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") granted 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, 2015, and the balance will vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second, third and fourth anniversaries of the August 12, 2014 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of the Issuer's Class A common stock underlying the RSUs 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 grant 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 the Issuer's Class A common stock to which they relate are issued under the RSU grant. When the vested shares of the Issuer's Class A common stock underlying the RSUs 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) 20,196 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 25,676 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 1,554 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, (iv) 6,330 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (v) 2,805 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 25,676 shares 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, 2014, August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. (footnote continued below) (continued from footnote 3 above) The 1,554 shares listed in (iii) above will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2015, and July 2, 2016 vesting dates. The 6,330 shares listed in (iv) above will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2015, and July 2, 2016 vesting dates. The 2,805 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through July 6, 2015. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 1,983 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, or (ii) 2,766 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. By self as co-trustee and beneficiary of the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999. The non-qualified stock 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 anniversaries of the August 12, 2014 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 Gregory J. Iverson for Terri C. Bishop 2014-08-14