X0303 4 2010-07-06 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 1 1 1 0 Exec Chrmn of the Board Class A Common Stock 2010-07-06 4 A 0 42996 0 A 1686930 D Class A Common Stock 2010-07-06 4 A 0 15174 0 A 1702104 D Class A Common Stock 11124514 I John Sperling Revocable Trust Class A Common Stock 1357339 I John Sperling 1994 Irrevocable Trust Class A Common Stock 1578036 I Aurora Foundation Non-Qualified Stock Option(right to buy) 42.27 2010-07-06 4 A 0 106948 0 A 2016-07-05 Class A Common Stock 106948 106948 D Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 6, 2010 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of Class A common stock will, in general, be issued as the RSUs vest. (footnote continued below) (continued from Note 1 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU award that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of Class A common stock are issued under the RSU award. Includes (i) 42,996 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 31,852 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, (iii) 25,000 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007 and (iv) 6,834 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 31,852 shares underlying the July 2, 2009 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2010, July 2, 2011, July 2, 2012, and July 2, 2013 vesting dates. (footnote continued below) (continued from footnote 3 above) The 25,000 shares underlying the July 3, 2007 RSUs will be issued when those units vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2010 and August 31, 2011 vesting dates. The 6,834 shares underlying the October 31, 2008 RSUs will be issued when those units vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2010 and August 31, 2011 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance goal is tied to the average of the annual growth rates in the Issuer's adjusted free cash flow for each of the three fiscal years comprising the performance period (the Issuer's 2011, 2012 and 2013 fiscal years). The level at which the performance goal is attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted. The conversion percentage will range from 40% at threshold level attainment to 100% at target level and 200% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the performance period that the Reporting Person remains in the Issuer's employ. However, the performance shares will immediately convert into fully-vested shares of Class A common stock at target level or above upon certain changes in control or ownership of the Issuer. When the vested shares of the Issuer's Class A common stock become issuable following the completion of the performance period, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights. Includes 15,174 shares of the Issuer's Class A common stock subject to the reported performance share award. By self as trustee and beneficiary of the John Sperling Revocable Trust dated January 31, 1995. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. By self as trustee of the Aurora Foundation dated May 22, 1997. The option will vest and become exercisable for the underlying shares of Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the July 6, 2010 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. by Brian L. Swartz for John G. Sperling 2010-07-08