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^*

Iverson Gregory James

(Last)

(First)

(Middle)

4025 S. RIVERPOINT PKWY

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, CAO & Controller

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2013

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⁽¹⁾⁽²⁾	08/13/2013		A		20,940	A	$0	44,772⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	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)	$20.06	08/13/2013		A		5,812		⁽⁷⁾	08/12/2019	Class A Common Stock	5,812	$0	5,812	D

Explanation of Responses:

1. Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") granted 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, 2014, and the balance will vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second, third and fourth anniversaries of the August 13, 2013 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. (footnote continued below)

2. (continued from footnote 1 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU award that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of Class A common stock to which they relate are issued under the RSU award. 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.

3. Includes (i) 20,940 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 2,065 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iii) 9,688 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iv) 3,204 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, (v) 2,034 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, and (vi) 880 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010. The 2,065 shares underlying the July 2, 2012 RSUs listed in (ii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of three successive installments over the Reporting Person's continuation in service with the Issuer as follows: 20% of the RSUs will vest upon the Reporting Person's continuation in service with the (footnote continued below)

4. (continued from footnote 3 above) Issuer through August 31, 2013, and the balance will vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2014 and July 2, 2015 vesting dates. The 9,688 shares underlying the July 2, 2012 RSUs listed in (iii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2013, July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 3,204 shares underlying the July 6, 2011 RSUs will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2014 and July 6, 2015 vesting dates. The 2,034 shares underlying (footnote continued below)

5. (continued from footnote 4 above) the January 14, 2011 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the September 15, 2013 vesting date. The January 14, 2011 RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause. The 880 shares underlying the July 6, 2010 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 6, 2014 vesting date. (footnote continued below)

6. (continued from footnote 5 above) All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 1,047 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012, (ii) 180 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 5, 2011, (iii) 432 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011, or (iv) 1,245 target 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 of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above.

7. The non-qualified stock option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the August 13, 2013 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.

Remarks:

	Gregory J. Iverson	08/15/2013
	** 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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