X0202 4 2004-08-30 0 0000929887 APOLLO GROUP INC UOPX 0001237503 SPERLING JOHN G 4615 E ELWOOD ST PHOENIX AZ 85040 1 0 0 0 University of Phoenix Online Common Stock 2004-08-27 4 J 0 900000 0 D 0 D Non-Qualified Stock Option (right to buy) 7 2004-08-27 4 J 0 300000 0 D 2002-08-31 2010-09-27 University of Phoenix Online Common Stock 300000 0 D Non-Qualified Stock Option (right to buy) 18.9975 2004-08-27 4 J 0 200000 0 D 2002-08-31 2011-09-21 University of Phoenix Online Common Stock 200000 0 D Non-Qualified Stock Option (right to buy) 30.6 2004-08-27 4 J 0 100000 0 D 2003-08-31 2012-10-24 University of Phoenix Online Common Stock 100000 0 D On August 6, 2004, the Board of Directors ("Board") of Apollo Group, Inc. ("Apollo") exercised its right under Apollo's Amended and Restated Articles of Incorporation to convert all outstanding shares of University of Phoenix Online common stock ("UOPX Stock") to shares of Apollo Education Group Class A common stock ("APOL Stock"). The Board set August 27, 2004, as the effective date for the conversion ("Conversion"). In connection with the Conversion, each outstanding share of UOPX Stock was converted into 1.11527 shares of APOL Stock in accordance with Apollo's Amended and Restated Articles of Incorporation which called for the conversion ratio to be based upon the relative market values of APOL Stock and UOPX Stock averaged over 20 trading days (July 9, 2004 through Aug. 5, 2004) ending five days prior to the announcement of the Conversion and includes a 10% premium on the value of UOPX Stock. In connection with the Conversion, each outstanding option of UOPX Stock was converted into options of APOL Stock based on the ratio of the closing stock price of APOL Stock and UOPX Stock on August 12, 2004. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/02, 8/31/03, 8/31/04 and 8/31/05. The vesting shall accelerate if certain earnings per share goals are achieved. On February 28, 2002, 100% of the option became vested because the earnings per share goal was achieved. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/02, 8/31/03, 8/31/04 and 8/31/05. The vesting shall accelerate if certain earnings per share goals are achieved. As of 8/31/03, these goals were achieved, therefore, the options covered by this grant are 100% vested. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/03, 8/31/04, 8/31/05 and 8/31/06. The vesting shall accelerate if certain earnings per share goals are achieved. As of 8/31/03, some goals were achieved, therefore, the options covered by this grant are now 50% vested. /s/ John G. Sperling 2004-08-31