SEC FORM 4

SEC Form 4

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^*

BACHUS DANIEL E

(Last)

(First)

(Middle)

4615 EAST ELWOOD

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ UOPX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
University of Phoenix Online Common Stock	08/27/2004		J⁽¹⁾		87⁽²⁾	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$18.9975	08/27/2004		J⁽¹⁾			6,666⁽³⁾	08/31/2002⁽⁴⁾	09/21/2011	University of Phoenix Online Common Stock	6,666	$0	0	D

Explanation of Responses:

1. On August 6, 2004, the Board of Directors ("Board") of Apollo Group, Inc. ("Apollo") exercised its right under Apollo's Amended and Restated Articles of Incorporation to convert all outstanding shares of University of Phoenix Online common stock ("UOPX Stock") to shares of Apollo Education Group Class A common stock ("APOL Stock"). The Board set August 27, 2004, as the effective date for the conversion ("Conversion").

2. In connection with the Conversion, each outstanding share of UOPX Stock was converted into 1.11527 shares of APOL Stock in accordance with Apollo's Amended and Restated Articles of Incorporation which called for the conversion ratio to be based upon the relative market values of APOL Stock and UOPX Stock averaged over 20 trading days (July 9, 2004 through Aug. 5, 2004) ending five days prior to the announcement of the Conversion and includes a 10% premium on the value of UOPX Stock. These shares of UOPX Stock that are converted were originally purchased through an employee benefit plan that satisfies the coverage and participation requirements of Sections 423 (b) (3) and 423 (b)(5) of the Internal Revenue Code of 1986, or any successor provisions thereof.

3. In connection with the Conversion, each outstanding option of UOPX Stock was converted into options of APOL Stock based on the ratio of the closing stock price of APOL Stock and UOPX Stock on August 12, 2004.

4. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/02, 8/31/03, 8/31/04 and 8/31/05. The vesting shall accelerate if certain earnings per share goals are achieved. As of 8/31/03, these goals were achieved, therefore, the options covered by this grant are 100% vested.

	/s/ Daniel E. Bachus	08/30/2004
	** 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).
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