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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/03/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 07/03/2007 | A | 3,000 | A | $0 | 11,192,233(2) | D | |||
Class A Common Stock | 1,357,338.5 | I | JGS Irrevocable(3) | |||||||
Class A Common Stock | 551,156 | I | PVS Revocable Trust(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $58.03 | 07/03/2007 | A | 8,000 | (5) | 07/03/2017 | Class A Common Stock | 8,000 | $0 | 8,000 | D |
Explanation of Responses: |
1. Represents shares of the Issuer's Class A common stock underlying restricted stock units awarded to the Reporting Person. The restricted stock 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 three successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the three year period measured from August 31, 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 restricted stock units vest. The restricted stock units also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the restricted stock units actually outstanding shares. |
2. Includes the 3,000 shares of Class A Comon Stock underlying the restricted stock units reported in this Form 4. |
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 Peter V Sperling Revocable Trust dated January 31 1995. |
5. The option will vest and become exercisable for the underlying shares of Class A common stock upon the Reporting Person's continuation as a member of the Issuer's Board of Directors through August 31, 2007, subject to accelerated vesting in the event of certain changes in control of the Issuer. |
Peter V Sperling | 07/05/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |