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*
BISHOP TERRI C

(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 10% Owner
X Officer (give title below) Other (specify below)
EVP, Academic Strategies
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2012
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 01/10/2012 S 8,878 D $56.7338 (1) 41,893 (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 the weighted average sale price per share. The actual sale prices ranged from a low of $56.43 to a high of $57.42. 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.
2. Includes (i) 11,220 shares of the Issuer's Class A common stock subject to the RSUs granted July 6, 2011, (ii) 11,348 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, (iii) 14,196 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, (iv) 4,350 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, and (v) 779 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 11,220 shares underlying the July 6, 2011 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, 2012, July 6, 2013, July 6, 2014, and July 6, 2015 vesting dates. (footnote continued below)
3. (continued from footnote 2 above) The 11,348 shares underlying the January 14, 2011 RSUs will be issued when they vest in two successive installments over the Reporting Person's period of service with the Issue through each of the September 15, 2012 and September 15, 2013 vesting dates. The January 14, 2011 RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause. The 14,196 shares underlying the July 6, 2010 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 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. (footnote continued below)
4. (continued from footnote 3 above) The 4,350 shares underlying the July 2, 2009 RSUs will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2012, and July 2, 2013 vesting dates. The 779 shares underlying the October 31, 2008 RSUs will be issued upon the Reporting Person's continuation in service with the Issuer through the August 31, 2012 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include 2,766 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 which 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 Terri C Bishop 01/11/2012
** 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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