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* Martin Sean (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) Director 10% Owner X Officer (give title below) Other (specify below) SVP, General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 03/21/2011
	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	03/21/2011		F		1,506(1)	D	$40.32	24,372(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. Represents shares of the Issuer's Class A common stock withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of Class A common stock.

2. Includes (i) 3,550 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, (ii) 9,024 shares of the Issuer's Class A common stock subject to RSUs granted October 15, 2010, and (iii) 9,200 shares of the Issuer's Class A common stock subject to RSUs granted October 15, 2010. The 3,550 shares underlying the January 14, 2011 RSUs will be issued when those units vest in three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon continuation in service through September 15, 2011, and the balance will vest in two successive equal annual installments upon continued service through September 15, 2012 and September 15, 2013, respectively. (footnote continued below)

3. (continued from footnote 2 above) However, the RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause or upon certain changes in control of the Issuer. The 9,024 shares underlying the October 15, 2010 RSUs will be issued when those units vest in a series of four successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the October 15, 2011, October 15, 2012, October 15, 2013, and October 15, 2014 vesting dates. (footnote continued below)

4. (continued from footnote 3 above) The 9,200 shares underlying the October 15, 2010 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, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. The aforementioned RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include the performance share award made to the Reporting Person on October 15, 2010 for 3,249 target shares of the Issuer's Class A common stock that will not actually convert into any such shares unless the applicable performance goal is attained at threshold level or above.

	By Brian L. Swartz for Sean Martin	03/22/2011
	** 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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