X0304 4 2011-08-31 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 2011-08-31 4 F 0 5194 46.8250 D 124565 D Class A Common Stock 2011-08-31 4 F 0 1420 46.8250 D 123145 D Class A Common Stock 9154986 I John Sperling Revocable Trust Class A Common Stock 900000 I John Sperling Irrevocable Trust Class A Common Stock 1319036 I Aurora Foundation Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of Class A common stock. 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 and (iii) 15,926 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. 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. 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. (footnote continued below) (continued from footnote 2 above) 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. 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 Brian L. Swartz for John G. Sperling 2011-09-02