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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Fleischer Larry Alan (Last) (First) (Middle) 4615 E. ELWOOD STREET (Street) PHOENIX AZ 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) EVP Finance
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2007
	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

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
Non-Qualified Stock Option (right to buy)	$60.9	07/28/2007		D(1)			12,500	(2)	10/20/2013	Class A Common Stock	12,500	(1)	0	D
Non-Qualified Stock Option (right to buy)	$60.9	07/28/2007		A(1)		12,500		(2)	10/20/2013	Class A Common Stock	12,500	(1)	12,500	D
Non-Qualified Stock Option (right to buy)	$71.23	07/28/2007		D(3)			20,000	(4)	08/06/2014	Class A Common Stock	20,000	(3)	0	D
Non-Qualified Stock Option (right to buy)	$71.23	07/28/2007		A(3)		20,000		(4)	08/06/2014	Class A Common Stock	20,000	(3)	20,000	D

Explanation of Responses:

1. On 10/20/03 the reporting person was granted an option to purchase 25,000 shares of the Issuer's Class A common stock at $60.90 per share (the fair market value on 10/20/03). The actual grant date was subsequently determined to be 1/16/04, when the fair market value was $74.14 per share. To avoid adverse tax consequences, the Issuer and the reporting person agreed to amend the exercise price of the portion of the option vesting after 12/31/04 (representing 12,500 shares) to the lower of the fair market value on the actual grant date ($74.14) or the date of such amendment ($60.75), but in no event lower than the current exercise price of $60.90. To evidence the remedial action required under the Internal Revenue Code, such portion of the option was canceled and immediately replaced with a new option with an exercise price of $60.90 and a grant date of 7/28/07. All the other terms and provisions of the option remain the same as in effect for the original grant.

2. The option vests in a series of 4 equal annual installments beginning on 8/31/2004, subject to continued service with the Issuer, subject to accelerated vesting of 50% of the shares after one year and the remaining 50% after 2 years of service if certain performance vesting requirements are satisfied.

3. On 8/6/04, the reporting person was granted an option to purchase 20,000 shares of the Issuer's Class A common stock at $71.23 per share (the fair market value on 8/6/04). The actual grant date was subsequently determined to be 9/23/04, when the fair market value was $72.48 per share. To avoid adverse tax consequences, the Issuer and reporting person agreed to amend the exercise price to the lower of the fair market value on the actual grant date ($72.48) or the date of such amendment ($60.75), but in no event lower than the current exercise price of $71.23. To evidence the remedial action required under the Internal Revenue Code, the option was canceled and immediately replaced with a new option with an exercise price of $71.23 and a grant date of 7/28/07. All the other terms and provisions of the option remain the same as in effect for the original grant.

4. The option vests in a series of 4 equal annual installments beginning on 8/31/2005, subject to continued service with the Issuer, subject to accelerated vesting of 50% of the shares on 8/31/05 provided certain performance vesting requirements are satisfied, 25% of the shares upon the reporting person's completion of service through 8/31/07 and the remaining 25% of the shares upon the reporting person's completion of service through 8/31/08.

	/s/ Larry A. Fleischer	07/28/2007
	** 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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