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 JOHN G

(Last)

(First)

(Middle)

4615 E. ELWOOD STREET

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Acting Exec Chm of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2008

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	10/25/2007		G	V	250,000	D	$0	14,812,747⁽¹⁾	D
Class A Common Stock	12/17/2007		G	V	1,584	D	$0	14,811,163⁽¹⁾	D
Class A Common Stock								2,158,886	I	Aurora Foundation⁽²⁾
Class A Common Stock								1,357,339	I	JGS Irrevocable Trust⁽³⁾
Class A Common Stock								585,974	I	JGS Revocable Trust⁽⁴⁾

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)	$23.33	08/21/2008		D⁽⁵⁾			225,000	⁽⁵⁾	09/21/2011	Class A Common Stock	225,000	⁽⁵⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$30.77	08/21/2008		A⁽⁵⁾		225,000		⁽⁵⁾	09/21/2011	Class A Common Stock	225,000	⁽⁵⁾	225,000	D
Non-Qualified Stock Option (Right to Buy)	$17.65	08/21/2008		D⁽⁶⁾⁽⁷⁾			50,000	⁽⁷⁾	09/21/2011	Class A Common Stock	50,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$23.29	08/21/2008		A⁽⁶⁾⁽⁷⁾		50,000		⁽⁷⁾	09/21/2011	Class A Common Stock	50,000	⁽⁶⁾	50,000	D

Explanation of Responses:

1. Includes 50,000 shares underlying restricted stock units previously awarded to the Reporting Person. The units are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then the restricted stock units will vest 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 upon certain changes in control or ownership of the Issuer. The shares of Class A common stock will be issued as the units vest.

2. By self as trustee of the Aurora Foundation dated May 22, 1997.

3. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.

4. By self as trustee and beneficiary of the John G. Sperling Revocable Trust dated January 31, 1995.

5. This option was originally granted on September 21, 2001 for 225,000 shares of the Issuer's Class A common stock and is presently exercisable for all those shares. As part of the August 21, 2008 settlement agreement for certain derivative actions filed on behalf of the Issuer, the Reporting Person and the Issuer agreed to amend this option so as to increase the exercise price from $23.33 to $30.77 per share for each of the 225,000 shares subject to this option. The amendment is reported on this Form 4 as the cancellation of the September 21, 2001 option grant and the concurrent grant of a new option for the same number of shares at the higher exercise price per share. The new option is fully exercisable for all the option shares.

6. This option was originally granted on September 21, 2001 for 150,000 shares of the common stock of the University of Phoenix Online with an exercise price of $19.00 per share. In August 2004, that option was converted into an option to acquire 215,311 shares of the Issuer's Class A common stock with an exercise price of $17.65 per share (the "Converted Option"). The Converted Option is presently exercisable for all 215,311 option shares. As part of the August 21, 2008 settlement agreement for certain derivative actions filed on behalf of the Issuer, the Reporting Person and the Issuer agreed to amend the Converted Option so as to increase the exercise price from $17.65 to $23.29 per share for 50,000 shares of the Issuer's Class A common stock subject to such option. The amendment is reported on this Form 4 as a cancellation of the Converted Option as to those 50,000 shares and the concurrent grant of a new option for the same number of shares at the higher exercise price per share.

7. The new option is fully exercisable for all the option shares. The Converted Option remains exercisable for the remaining 165,311 shares at the exercise price of $17.65 per share.

	John G. Sperling	08/25/2008
	** 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 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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