X0303 4 2011-07-14 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 1 1 0 0 Exec Chrmn of the Board Class A Common Stock 2011-07-14 4 S 0 1364 50.0000 D 9252221 I John Sperling Revocable Trust Class A Common Stock 129759 D Class A Common Stock 975000 I John Sperling Irrevocable Trust Class A Common Stock 1340036 I Aurora Foundation The reported transaction was effected by the John Sperling Revocable Trust, of which the Reporting Person is trustee and beneficiary. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the John Sperling Revocable Trust on October 28, 2010. Includes (i) 47,296 shares of the Issuer's Class A common stock subject to the RSUs granted on July 6, 2011, (ii) 42,996 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, (iii) 15,926 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, (iv) 12,500 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007 and (v) 3,417 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 47,296 shares underlying the July 6, 2011 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 August 31, 2012, July 6, 2013, July 6, 2014, and July 6, 2015 vesting dates. (footnote continued below). (continued from footnote 3 above) The 42,996 shares underlying the July 6, 2010 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 August 31, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. The 15,926 shares underlying the July 2, 2009 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 July 2, 2012, and July 2, 2013 vesting dates. The 12,500 shares underlying the July 3, 2007 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011 (footnote continued below). (continued from footnote 4 above) The 3,417 shares underlying the October 31, 2008 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) the performance share award made to the Reporting Person on July 6, 2011 for 20,805 target shares of the Issuer's Class A common stock and (ii) the performance share award made to the Reporting Person on July 6, 2010 for 15,174 target shares of the Issuer's Class A common stock. Those performance shares will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above. By self as trustee and beneficiary of the John Sperling Revocable Trust dated November 26, 2007. 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. By Joseph L. D'Amico for John G. Sperling 2011-07-15