X0303 4 2009-01-09 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 1 1 1 0 Exec Chairman of the Board Class A Common Stock 2009-01-09 4 J 0 788300 D 14025639 D Class A Common Stock 1764736 I Aurora Foundation Class A Common Stock 1357339 I JGS Irrevocable Trust Class A Common Stock 585974 I JGS Revocable Trust Forward Sale Contract (obligation to sell) 2009-01-09 4 J 0 1000000 0 D 2009-01-09 2009-01-09 Class A Common Stock 1000000 0 D The actual transaction code to be entered is J/K; however, due to program limitations, only the J transaction code could be entered in Table I and Table II above. On July 11, 2007, the Reporting Person entered into a type of prepaid variable forward sale contract with an unaffiliated third party under which he received an immediate cash payment of $52,376,377.95. In return, the Reporting Person was obligated under the contract to deliver to such third party up to 1,000,000 shares of the Issuer's Class A common stock on the January 9, 2009 maturity date of the contract (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Class A common stock at that time). The Reporting Person pledged 1,000,000 shares of the Issuer's Class A common stock to secure his obligations under the contract. The contract provided that the final number of shares of Class A common stock (or, at the option of the Reporting Person, the cash equivalent thereof) to be delivered by the Reporting Person on the January 9, 2009 maturity date would be equal to the product of (a) 1,000,000 shares of Class A common stock and (b) the applicable exchange rate (the "Exchange Rate"). The Exchange Rate was to be determined as follows: (i) if the market price of the Class A common stock (based on the average of the high bid and low asked prices) on the January 9, 2009 maturity date (the "Maturity Price") were less than or equal to $60.2235 (the "Issue Price"), the Exchange Rate would be 1; (ii) if the Maturity Price were greater than the Issue Price but less than $78.2906 (the "Threshold Price"), the Exchange Rate would be equal to the Issue Price divided by the Maturity Price, and (iii) if the Maturity Price were equal to or greater than the Threshold Price, the Exchange Rate would be equal to one minus a fraction: (A) the numerator of which would be the Threshold Price minus the Issue Price, and (B) the denominator of which would be the Maturity Price. In connection with the settlement of the contract on the January 9, 2009 maturity date, when the Maturity Price was $85.33 per share, the Reporting Person delivered 788,300 shares of Class A common stock in full satisfaction of his obligation under the contract. The Reporting Person retained the remaining 211,700 shares pledged under the contract. The amount of shares beneficially owned has been reduced from the amount previously reported on the last Form 4 filed by the Reporting Person in order to reflect the settlement of a prepaid variable forward sale contract entered into by the Reporting Person as trustee of the Aurora Foundation on July 11, 2007. In connection with the settlement of that contract on the January 9, 2009 maturity date, the Aurora Foundation delivered 394,150 shares of the Issuer's Class A common stock in full satisfaction of its obligation under the contract. By self as trustee of the Aurora Foundation dated May 22, 1997. By self as co-trustee and beneficiary of the John G. Sperling Irrevocable Trust dated April 27, 1994. By self as trustee and beneficiary of the John G. Sperling Revocable Trust dated January 31, 1995. By: Joseph L. D'Amico for: John G. Sperling 2009-01-13