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)
07/06/2010

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⁾	07/06/2010		A		3,520	A	$0	7,454⁽³⁾⁽⁴⁾	D
Class A Common Stock⁽⁵⁾	07/06/2010		A		1,245	A	$0	8,699⁽³⁾⁽⁴⁾⁽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)	$42.27	07/06/2010		A		8,756		⁽⁷⁾	07/05/2016	Class A Common Stock	8,756	$0	8,756	D

Explanation of Responses:

1. Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded 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, 2011, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 6, 2010 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of Class A common stock 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 are issued under the RSU award.

3. Includes (i) 3,520 shares of the Issuer's Class A common stock subject to the reported RSU award,(ii) 2,600 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, (iii) 420 shares of the Issuer's Class A common stock subject to RSUs granted April 3, 2009, and (iv) 750 shares of the Issuer's Class A common stock subject to RSUs granted July 10, 2008. The 2,600 shares underlying the July 2, 2009 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, 2010, July 2, 2011, July 2, 2012, and July 2, 2013 vesting dates. The 420 shares underlying the April 3, 2009 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2010, April 3, 2011, April 3, 2012, and April 3, 2013 vesting dates. (Footnote continued below)

4. (Continued from footnote 3 above) The 750 shares underlying the July 10, 2008 RSUs 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 10, 2010, July 10, 2011 and July 10, 2012 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

5. Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance goal is tied to the average of the annual growth rates in the Issuer's adjusted free cash flow for each of the three fiscal years comprising the performance period (the Issuer's 2011, 2012 and 2013 fiscal years). The level at which the performance goal is attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted. The conversion percentage will range from 40% at threshold level attainment to 100% at target level and 200% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the performance period that the Reporting Person remains in the Issuer's employ. However, the performance shares will immediately convert into fully-vested shares of Class A common stock at target level or above upon certain changes in control or ownership of the Issuer. When the vested shares of the Issuer's Class A common stock become issuable following the completion of the performance period, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.

6. Includes 1,245 shares of the Issuer's Class A common stock subject to the reported performance share award.

7. The option will vest and become exercisable for the underlying shares of Class A common stock in a series of four successive equal annual installments on each of the four one-year anniversaries of the July 6, 2010 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.

	Gregory J. Iverson	07/08/2010
	** 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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