X0303 4 2008-08-21 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4615 E. ELWOOD STREET PHOENIX AZ 85040 1 1 1 0 Acting Exec Chm of the Board Class A Common Stock 2007-10-25 5 G 0 250000 0 D 14812747 D Class A Common Stock 2007-12-17 5 G 0 1584 0 D 14811163 D Class A Common Stock 2158886 I Aurora Foundation Class A Common Stock 1357339 I JGS Irrevocable Trust Class A Common Stock 585974 I JGS Revocable Trust Non-Qualified Stock Option (Right to Buy) 23.33 2008-08-21 4 D 0 225000 D 2011-09-21 Class A Common Stock 225000 0 D Non-Qualified Stock Option (Right to Buy) 30.77 2008-08-21 4 A 0 225000 A 2011-09-21 Class A Common Stock 225000 225000 D Non-Qualified Stock Option (Right to Buy) 17.65 2008-08-21 4 D 0 50000 D 2011-09-21 Class A Common Stock 50000 0 D Non-Qualified Stock Option (Right to Buy) 23.29 2008-08-21 4 A 0 50000 A 2011-09-21 Class A Common Stock 50000 50000 D Includes 50,000 shares underlying restricted stock units previously awarded to the Reporting Person. The 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 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 September 1, 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 units vest. By self as trustee of the Aurora Foundation dated May 22, 1997. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. By self as trustee and beneficiary of the John G. Sperling Revocable Trust dated January 31, 1995. This option was originally granted on September 21, 2001 for 225,000 shares of the Issuer's Class A common stock and is presently exercisable for all those shares. As part of the August 21, 2008 settlement agreement for certain derivative actions filed on behalf of the Issuer, the Reporting Person and the Issuer agreed to amend this option so as to increase the exercise price from $23.33 to $30.77 per share for each of the 225,000 shares subject to this option. The amendment is reported on this Form 4 as the cancellation of the September 21, 2001 option grant and the concurrent grant of a new option for the same number of shares at the higher exercise price per share. The new option is fully exercisable for all the option shares. This option was originally granted on September 21, 2001 for 150,000 shares of the common stock of the University of Phoenix Online with an exercise price of $19.00 per share. In August 2004, that option was converted into an option to acquire 215,311 shares of the Issuer's Class A common stock with an exercise price of $17.65 per share (the "Converted Option"). The Converted Option is presently exercisable for all 215,311 option shares. As part of the August 21, 2008 settlement agreement for certain derivative actions filed on behalf of the Issuer, the Reporting Person and the Issuer agreed to amend the Converted Option so as to increase the exercise price from $17.65 to $23.29 per share for 50,000 shares of the Issuer's Class A common stock subject to such option. The amendment is reported on this Form 4 as a cancellation of the Converted Option as to those 50,000 shares and the concurrent grant of a new option for the same number of shares at the higher exercise price per share. The new option is fully exercisable for all the option shares. The Converted Option remains exercisable for the remaining 165,311 shares at the exercise price of $17.65 per share. John G. Sperling 2008-08-25