X0202 4 2004-08-30 0 0000929887 APOLLO GROUP INC UOPX 0001237505 NELSON TODD S 4615 E ELWOOD ST PHOENIX AZ 85040 1 1 0 0 Chairman- CEO 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 Non-Qualified Stock Option (right to buy) 64.8 2004-08-27 4 J 0 100000 0 D 2004-08-31 2013-10-20 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 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: 8/31/03, 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. 25% of the shares covered by this option shall vest on each of the following dates: 8/31/04, 8/31/05, 8/31/06 and 8/31/07. The vesting shall accelerate if certain operational goals are achieved. /s/ Todd S. Nelson 2004-08-31