X0202 4 2004-08-31 0 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4615 E ELWOOD ST PHOENIX AZ 85040 1 0 1 0 Class A Common Stock 2004-08-27 4 J 0 1003743 0 A 18886569 D Class A Common Stock 2185886 I Aurora Foundation Class A Common Stock 1357339 I JGS Irrevocable Class A Common Stock 585974 I JGS Revocable Trust Non-Qualified Stock Option (right to buy) 6.5022 2004-08-27 4 J 0 322967 0 A 2002-08-31 2010-09-27 Class A Common Stock 322967 322967 D Non-Qualified Stock Option (right to buy) 17.6465 2004-08-27 4 J 0 215311 0 A 2002-08-31 2011-09-21 Class A Common Stock 215311 215311 D Non-Qualified Stock Option (right to buy) 28.424 2004-08-27 4 J 0 107656 0 A 2003-08-31 2012-10-24 Class A Common Stock 107656 107656 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. 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. 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 operational goals are achieved. On 8/31/03 some of these goals were achieved, thus an additional 25% of the options under this grant became exercisable. /s/ John G. Sperling 2004-08-31