SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pusch Dianne Marie

(Last)

(First)

(Middle)

4615 E. ELWOOD STREET

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V.P.

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/29/2007		M		9,000	A	$14.8403	39,981	D
Class A Common Stock	10/29/2007		S		9,000	D	$74.4556	30,981	D
Class A Common Stock	10/29/2007		M		4,223	A	$6.5022	35,204	D
Class A Common Stock	10/29/2007		S		4,223	D	$74.4556	30,981	D
Class A Common Stock	10/29/2007		M		8,074	A	$13.6298	39,055	D
Class A Common Stock	10/29/2007		S		8,074	D	$74.4556	30,981	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non Qualified Stock Option (Right to Buy)	$6.5022	10/29/2007		M			4,223	⁽¹⁾	09/27/2010	Class A Common Stock	4,223	$0	28,074	D
Non Qualified Stock Option (Right to Buy)	$14.8403	10/29/2007		M			9,000	⁽²⁾	10/29/2007	Class A Common Stock	9,000	$0	0	D
Non Qualified Stock Option (Right to Buy)	$13.6298	10/29/2007		M			8,074	⁽³⁾	10/29/2007	Class A Common Stock	8,074	$0	0	D

Explanation of Responses:

1. This option was initially granted for UOP common stock and was converted to an option for the Issuer's Class A common stock on August 27,2004. The option as so converted became exercisable for all of the shares of such Class A common stock on August 31, 2004.

2. The option became exercisable for 2,250 shares on August 31, 2001. The option will become exercisable for the remaining 6,750 shares in a series of three successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the three year period measured from August 31, 2001.

3. This option was initially granted for UOP common stock and was converted to an option for the Issuer's Class A common stock on August 27, 2004. The option as so converted became exercisable for all of the shares of such Class A common stock on August 31, 2005.

	/s/ Dianne M. Pusch	10/31/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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