SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Goin John R

(Last)

(First)

(Middle)

4615 EAST ELWOOD STREET

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2008

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,412	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	09/27/2010	Class A Common Stock	10,970	$6.5022	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	01/12/2010	Class A Common Stock	1,000	$8.3889	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	12/18/2008	Class A Common Stock	51	$11.3889	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	09/21/2011	Class A Common Stock	7,176	$17.6465	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	01/02/2012	Class A Common Stock	150	$29.3267	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/22/2012	Class A Common Stock	5,000	$41.92	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	06/23/2016	Class A Common Stock	4,800	$51.33	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/03/2013	Class A Common Stock	20,000	$58.03	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/20/2013	Class A Common Stock	1,500	$60.9	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/20/2013	Class A Common Stock	1,500	$62.78	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	08/06/2014	Class A Common Stock	3,000	$71.23	D

Explanation of Responses:

1. The option is currently exercisable for all of the reported shares of the Issuer's Class A common stock.

2. The option is currently exercisable for 75% of the shares and will become exercisable for the remaining 25% upon the Reporting Person's continuation of service with the Issuer through February 28, 2010.

3. The option will vest and become exercisable for the underlying shares of Class A Common stock in four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four year period measured from September 1, 2007, subject to accelerated vesting in the event of certain changes in control of the Issuer.

4. The grant is currently exercisable for 75% of the option shares and will become exercisable for the remaining 25% upon the Reporting Person's continuation of service with the Issuer through August 31, 2008.

	By: Joseph L. D'Amico For: John R. Goin	07/03/2008
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.