X0201 4 2003-11-05 0 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4615 E ELWOOD ST PHOENIX AZ 85040 1 1 1 0 Chairman of the Board Class A Common Stock 2003-11-03 4 J 0 250000 0 D 19680983 D Class A Common Stock 1245167 I Aurora Foundation Class A Common Stock 1357339 I JGS Irrevocable Class A Common Stock 585974 I JGS Revocable Trust Please refer to the remarks portion of this Form for a detailed description of this transaction. By self as trustee of the Aurora Foundation dated May 22, 1997. Previous forms referred to this foundation as the Sperling Foundation. By self as co-trustee and a beneficiary of the John Sperling 1994 Irrevocable trust dated April 27, 1994. By self as trustee and beneficiary of the John G. Sperling Revocable Trust dated January 31, 1995. On November 3, 2003, Sperling entered into a forward sale agreement ("Sperling Agreement") relating to up to 250,000 shares (the "Base Amount") of Class A Common Stock. The Sperling Agreement provides that Sperling will deliver one block of up to 250,000 shares on 02/02/2007 (the "Maturity Date"). The final number of shares (or, at the option of Sperling, the cash equivalent of such shares) to be delivered on the Maturity Date is equal to the product of (i) the Base Amount and (ii) the Exchange Rate, which will be determined as follows: (a) If the closing price (the "Maturity Price") of the Class A Common stock on 02/02/2007 is less than or equal to $63.9148 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $83.0892 (the "Threshold Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price, and (c) If the Maturity Price is equal to or greater than the Threshold Price, the Exchange Rate will be equal to 1 minus a fraction: > the numerator of which is the Threshold Price minus the Issue Price; and > the denominator of which is the Maturity Price. In consideration therefor, Sperling received a purchase price of $12,753,307.87. /s/ John G. Sperling 2003-11-05