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 AZ 85040

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
APOLLO EDUCATION 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)
01/29/2014
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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/29/2014 S (1) 1,195 D $31.74 41,994 (2) (3) (4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 25, 2013.
2. Includes (i) 20,940 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (ii) 1,652 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iii) 7,266 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, and (v) 880 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010. The 20,940 shares underlying the August 13, 2013 RSUs 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, 2014, August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 1,652 shares underlying the July 2, 2012 RSUs listed in (ii) above will be issued when those units vest in a series (footnote continued below)
3. (continued from footnote 2 above) of 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 7,266 shares underlying the July 2, 2012 RSUs listed in (iii) above will be issued when those units vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the 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 880 shares underlying the July 6, 2010 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with (footnote continued below)
4. (continued from footnote 3 above) the Issuer through the July 6, 2014 vesting date. 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, or (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. 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.
Remarks:
Gregory J. Iverson 01/30/2014
** 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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