0001209191-11-051248.txt : 20111007 0001209191-11-051248.hdr.sgml : 20111007 20111007175545 ACCESSION NUMBER: 0001209191-11-051248 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111005 FILED AS OF DATE: 20111007 DATE AS OF CHANGE: 20111007 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: 111133111 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 c23153_4x0.xml MAIN DOCUMENT DESCRIPTION X0304 4 2011-10-05 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 2011-10-05 5 A 0 E 2370 0 A 174586 D Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance-vesting requirement for 80% of the performance shares is tied to the average of the annual percentage rates of growth or decline in the Issuer's adjusted free cash flow for each of the Issuer's 2012, 2013 and 2014 fiscal years, and the performance-vesting requirements for the remaining 20% are tied to the average credit earned per student for bachelor-degree and associate-degree enrolled students, respectively, over the applicable performance periods. The levels at which the various performance goals are attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted (footnote continued below). (continued from footnote 1 above) The conversion percentages will range from 50% at threshold level attainment to 100% at target level attainment and 200% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the specified service period (the Issuer's 2012, 2013, and 2014 fiscal years) that the Reporting Person remains in the Issuer's employ. However, the performance shares will immediately convert into fully-vested shares of the Issuer's Class A common stock at target level or above upon certain changes in control or ownership of the Issuer (footnote continued below). (continued from footnote 2 above) When the vested shares of the Issuer's Class A common stock 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. The performance share award does not include any dividend equivalent rights. Includes (i) 44,660 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, (ii) 24,944 shares of the Issuer's Class A common stock subject to RSUs granted on January 18, 2011, (iii) 40,220 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, and (iv) 5,984 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 44,660 shares underlying the July 6, 2011 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) as follows: 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012 and the balance of the RSUs will vest in three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer though each of the July 6, 2013, July 6, 2014 and July 6, 2015 vesting dates. The 24,944 shares underlying the January 18, 2011 RSUs will vest in successive monthly installments over the Reporting Person's period of service with the Issuer as follows: (footnote continued below) (continued from footnote 4 above) (i) 50% of the RSUs will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 6-month period measured from September 16, 2011, with the shares of Class A common stock that so vest to be issued on March 15, 2012; and (ii) the remaining 50% of the RSUs will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the period beginning March 16, 2012 and ending August 31, 2012, with the sixth such monthly installment to vest on August 31, 2012 and with the shares of Class A common stock that vest under those final 6 installments to be issued on September 15, 2012. The 40,220 shares underlying the July 6, 2010 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. (footnote continued below) (continued from footnote 5 above) The 5,984 shares underlying the July 2, 2009 RSUs 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 July 2, 2012, and July 2, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The July 6, 2011 and July 6, 2010 RSU awards may also continue to vest (in accordance with the stated annual vesting dates) following the Reporting Person's cessation of service with the Issuer under certain defined circumstances. Does not include (i) 17,382 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 and (ii) 14,196 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. Does not include 2,370 shares of the Issuer's Class A common stock subject to the reported performance share award. By Brian L. Swartz for Joseph L. D'Amico 2011-10-07