0000929887-15-000106.txt : 20150814 0000929887-15-000106.hdr.sgml : 20150814 20150814165408 ACCESSION NUMBER: 0000929887-15-000106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150812 FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150814 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: Cappelli Gregory William CENTRAL INDEX KEY: 0001396055 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 151056749 MAIL ADDRESS: STREET 1: 4025 S RIVERPOINT PKWY STREET 2: MS CF-K815 CITY: PHOENIX STATE: AZ ZIP: 85040 4 1 wf-form4_143958563648763.xml FORM 4 X0306 4 2015-08-12 0 0000929887 APOLLO EDUCATION GROUP INC APOL 0001396055 Cappelli Gregory William 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 1 1 0 0 Chief Executive Officer Class A Common Stock 2015-08-12 4 A 0 236907 0 A 704155 D Non-Qualified Stock Option (right to buy) 12.41 2015-08-12 4 A 0 665139 0 A 2021-08-11 Class A Common Stock 665139.0 665139 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 one-third of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 12, 2016, and the balance will vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second and third anniversaries of the August 12, 2015 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. (footnote continued below) (continued from footnote 1 above) In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. 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. (footnote continued below) (continued from footnote 2 above) 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) 236,907 shares of the Issuer's Class A common stock subject to the reported RSU award and (ii) 137,997 shares of the Issuer's Class A common stock subject to RSUs granted on August 12, 2014. The 137,997 shares listed in (ii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 12, 2015, August 12, 2016, and August 12, 2017 vesting dates. 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. 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 three successive equal annual installments on each of the first three anniversaries of the August 12, 2015 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. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment with the Issuer should terminate under certain specified circumstances during the service-vesting period. By Gregory J. Iverson for Gregory W. Cappelli 2015-08-14