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^*

NELSON TODD S

(Last)

(First)

(Middle)

4615 E ELWOOD ST

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2003

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	10/22/2003		M		18,478	A	$41.92	18,478	D
Class A Common Stock	10/22/2003		S		18,478	D	$64.1128	0	D
Class A Common Stock	10/22/2003		M		150	A	$29.3267	150	D
Class A Common Stock	10/22/2003		S		150	D	$64.1128	0	D
Class A Common Stock	10/22/2003		M		1	A	$11.3889	1	D
Class A Common Stock	10/22/2003		S		1	D	$64.1128	0	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)	$11.3889	10/22/2003		M			1	08/31/2002⁽¹⁾	12/18/2008	Class A Common Stock	1	$64.1128	0	D
Non-Qualified Stock Option (right to buy)	$29.3267	10/22/2003		M			150	01/02/2003	01/02/2012	Class A Common Stock	150	$64.1128	0	D
Non-Qualified Stock Option (right to buy)	$41.92	10/22/2003		M			18,478	08/31/2003⁽²⁾	10/22/2012	Class A Common Stock	18,478	$64.1128	100,000	D
Non-Qualified Stock Option (right to buy)	$60.9	10/20/2003		A		300,000		08/31/2004⁽³⁾	10/20/2013	Class A Common Stock	300,000	$60.9	300,000	D

Explanation of Responses:

1. 100% of the shares covered by this option shall vest on August 31, 2003. The vesting shall accelerate if certain profit goals are achieved. As of August 31, 2002, 100% of the options became vested because the profit goals were achieved.

2. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/03, 8/31/04, 8/31/05 and 8/31/06. The vesting shall accelerate if certain operational goals are achieved. On 8/31/03 some of these goals were achieved, thus an additional 25% of the options under this grant became exercisable.

3. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/04, 8/31/05, 8/31/06 and 8/31/07. The vesting shall accelerate if certain operational goals are achieved.

	/s/ Todd S. Neslon	10/22/2003
	** 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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