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^*

SPERLING PETER V

(Last)

(First)

(Middle)

4615 E ELWOOD

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005

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)
Class A Common Stock	01/31/2005		J⁽¹⁾		0⁽¹⁾	D	⁽¹⁾	11,198,566⁽¹⁾	D
Class A Common Stock								1,357,339	I	JGS Irrevocable Trust
Class A Common Stock								551,156	I	PVS Revocable Trust

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)
Forward Sale Contract	⁽¹⁾	01/31/2005⁽¹⁾		J⁽¹⁾		0⁽¹⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	⁽¹⁾	⁽¹⁾	250,000⁽¹⁾	D

Explanation of Responses:

1. Please refer to the remarks portion of this Form for a detailed description of this transaction.

Remarks:

On January 31, 2005, the Reporting Person entered into a forward sale agreement (the "Agreement") relating to up to 250,000 shares (the "Base Amount") of Class A Common Stock. The Agreement provides that the Reporting Person will deliver one block of up to 250,000 shares on January 31, 2008 (the "Maturity Date"). The final number of shares (or, at the option of the Reporting Person, the cash equivalent of such shares) to be delivered on the Maturity Date is equal to the product of (a) the Base Amount and (b) the Exchange Rate, which Exchange Rate will be determined as follows: (i) If the closing price (the "Maturity Price") of the Class A Common Stock on the Maturity Date is less than or equal to $77.8798 (the "Issue Price"), the Exchange rate will be 1; (ii) If the Maturity Price is greater than the Issue Price but less than $101.2437 (the Threshold Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price, and (iii) If the Maturity Price is equal to or greater than the Treshold Price, the Exchange Rate will be equal to 1 minus a fraction: (A) the numerator of which is the Threshold Price minus the Issue Price; and (B) the denominator of which is the Maturity Price. In consideration therefor, the Reporting Person received a purchase price of $16,892,128.62.

	/s/ Peter V. Sperling	02/02/2005
	** 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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