-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfzlINea94+3QZ+H4rrXEDAiTZXm9e8Zxf3lUMzmUvi57rt2FtBdaP8mJ9slUFVA TxabNcy1txNQMPUagNuKFA== 0001209191-09-035960.txt : 20090707 0001209191-09-035960.hdr.sgml : 20090707 20090707201723 ACCESSION NUMBER: 0001209191-09-035960 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090702 FILED AS OF DATE: 20090707 DATE AS OF CHANGE: 20090707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D'Amico Joseph Lawrence CENTRAL INDEX KEY: 0001387816 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 09934099 MAIL ADDRESS: STREET 1: 4025 S RIVERPOINT PKWY STREET 2: CF-KX01 CITY: PHOENIX STATE: AZ ZIP: 85040 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 4 1 c87706_4x1.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-07-02 0000929887 APOLLO GROUP INC APOL 0001387816 D'Amico Joseph Lawrence 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 0 1 0 0 President and COO Class A Common Stock 2009-07-02 4 A 0 11968 0 A 71809 D Non-Qualified Stock Option(right to buy) 67.90 2009-07-02 4 A 0 17638 0 A 2013-07-02 Class A Common Stock 17638 17638 D Non-Qualified Stock Option(right to buy) 67.90 2009-07-02 4 A 0 29116 0 A 2015-07-02 Class A Common Stock 29116 29116 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, 2010, 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, 2009 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of Class A common stock will, in general, be issued as the RSUs vest. The RSUs also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the RSUs actually outstanding shares. Includes (i) 11,968 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 20,000 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007 and (iii) 7,314 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 20,000 shares underlying the July 3, 2007 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through June 15, 2010. The 7,314 shares underlying the October 31, 2008 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2009 and June 15, 2010 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The option will vest and become exercisable for all of the underlying shares of the Issuer's Class A common stock upon the Reporting Person's continuation in service with the Issuer until June 15, 2010, subject to accelerated vesting of the entire award upon certain changes in ownership or control of the Issuer. The option will vest and become exercisable for the underlying shares of Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the July 2, 2009 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 Brian L. Swartz for Joseph L. D'Amico 2009-07-07 EX-24 2 c87706_24.htm POWER OF ATTORNEY

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints the following executive officers of Apollo Group, Inc. (the “Company”): Joseph L. D’Amico, Brian L. Swartz, and P. Robert Moya, and each of them, his or her true and lawful attorney-in-fact to:

(1)   execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer of the Company and/or a member of the Company’s Board of Directors, any and all Form 4, Form 5 and other reports required to be filed by the undersigned in accordance with Section 16a of the Securities Exchange Act of 1934 and the rules thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4, Form 5 or other required report and timely file such report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney in fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 4, Form 5 or other reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March, 2009.

/s/ Joseph L. D’Amico

Signature

 

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