X0202 4/A 2007-07-03 2007-07-06 0 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4615 EAST ELWOOD STREET PHOENIX AZ 85040 1 1 1 0 Acting Exec Chmn of the Board Class A Common Stock 2007-07-03 4 A 0 50000 0 A 16354468 D Represents shares of the Issuer's Class A common stock underlying restricted stock units awarded to the Reporting Person. The restricted stock 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 restricted stock units vest. The restricted stock units also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the restricted stock units actually outstanding shares. Includes restricted stock units covering 50,000 shares. Purpose of amendment: To clarify the length of the vesting period set forth in Footnote 1 of the original filing. John G. Sperling 2007-07-10