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)
4025 S. RIVERPOINT PKWY

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Exec Chrmn of the Board
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2009
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 07/14/2009 M 281,250 A $14.8403 13,402,241 (1) (2) D
Class A Common Stock 07/14/2009 S 170,000 D $66.0284 (3) 13,232,241 (1) (2) D
Class A Common Stock 07/14/2009 S 111,250 D $66.9569 (4) 13,120,991 (1) (2) D
Class A Common Stock 1,668,036 (5) I Aurora Foundation (6)
Class A Common Stock 1,357,339 I John Sperling 1994 Irrevocable Trust (7)
Class A Common Stock 585,974 I John Sperling Revocable Trust (8)
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) $14.8403 07/14/2009 M 281,250 (9) 12/15/2010 Class A Common Stock 281,250 $0 0 D
Explanation of Responses:
1. Includes (i) 37,500 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted July 3, 2007, (ii) 10,251shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008, and (iii) 31,852 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 37,500 shares underlying the July 3, 2007 RSUs will be issued when those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2009, August 31, 2010 and August 31, 2011 vesting dates. The 10,251 shares underlying the October 31, 2008 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2009, August 31, 2010 and August 31, 2011 vesting dates. (footnote continued below)
2. (continued from Note 1 above) The 31,852 shares underlying the July 2, 2009 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments on each of the August 31, 2010, July 2, 2011, July 2, 2012 and July 2, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
3. Represents the weighted average sale price per share. The actual sale prices ranged from a low of $65.55 to a high of $66.51. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
4. Represents the weighted average sale price per share. The actual sale prices ranged from a low of $66.59 to a high of $67.49. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
5. The amount of shares beneficially owned has been reduced from the amount previously reported on the last Form 4 filed by the Reporting Person in order to reflect a sale by the Aurora Foundation of 10,000 shares of the Issuer's Class A common stock on July 14, 2009.
6. By self as trustee of the Aurora Foundation dated May 22, 1997.
7. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
8. By self as trustee and beneficiary of the John Sperling Revocable Trust dated January 31, 1995.
9. The option vested and became exerciseable in two successive equal installments on each of the August 31, 2001 and August 31, 2002 vesting dates.
by Joseph L. D'Amico for John G. Sperling 07/15/2009
** 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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