SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Iverson Gregory James

(Last)

(First)

(Middle)

4025 S. RIVERPOINT PKWY.

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2009

3. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, CAO & Controller

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽²⁾	07/10/2014	Class A Common Stock	8,300	$55.46	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/03/2013	Class A Common Stock	8,000	$58.03	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	07/28/2013	Class A Common Stock	1,875	$60.75	D

Explanation of Responses:

1. Represents 1,000 shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person on July 10, 2008. The RSUs will vest in four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four year period measured from July 10, 2008, 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 RSUs vest.

2. The option will vest and become exercisable for the underlying shares of Class A common stock in four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four year period measured from July 10, 2008, subject to accelerated vesting in the event of certain changes in ownership or control of the Issuer.

3. The option vested and became exercisable for 25% of the option shares on September 1, 2008, and will become exercisable for the balance of the option shares in three successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer through each of September 1, 2009, September 1, 2010 and September 1, 2011, subject to accelerated vesting in the event of certain changes in ownership or control of the Issuer.

4. The option will vest and become exercisable for the underlying shares of Class A Common stock 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 July 28, 2008, subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

	Gregory J Iverson	04/01/2009
	** 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 5 (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.