0001209191-12-023287.txt : 20120417 0001209191-12-023287.hdr.sgml : 20120417 20120417155249 ACCESSION NUMBER: 0001209191-12-023287 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120413 FILED AS OF DATE: 20120417 DATE AS OF CHANGE: 20120417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cappelli Gregory William CENTRAL INDEX KEY: 0001396055 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 12763752 MAIL ADDRESS: STREET 1: 4025 S RIVERPOINT PKWY STREET 2: MS CF-K815 CITY: PHOENIX STATE: AZ ZIP: 85040 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GROUP INC CENTRAL INDEX KEY: 0000929887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860419443 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 1: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 4 1 c28342_4x0.xml MAIN DOCUMENT DESCRIPTION X0305 4 2012-04-13 0000929887 APOLLO GROUP INC APOL 0001396055 Cappelli Gregory William 4025 S. RIVERPOINT PKWY PHOENIX AZ 85040 1 1 0 0 Co-Chief Executive Officer Class A Common Stock 2012-04-13 4 F 0 3152 36.70 D 457091 D Represents shares of the Issuer's Class A common stock withheld to satisfy the applicable withholding taxes in connection with the vesting of restricted stock units (RSUs) previously granted to the Reporting Person and the issuance of the underlying shares of Class A common stock. Includes (i) 596 shares of the Issuer's Class A common stock subject to RSUs granted on October 26, 2011, (ii) 208 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, (iii) 248,000 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, (iv) 49,000 shares of the Issuer's Class A common stock subject to RSUs granted on April 13, 2011, (v) 30,400 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011, and (vi) 46,192 shares of the Issuer's Class A common stock subject to RSUs granted to the Reporting Person on January 18, 2011. The 596 shares underlying the October 26, 2011 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) upon the Reporting Person's continuation in service with the Issuer through August 31, 2012. (footnote continued below) (continued from footnote 2 above) The 208 shares underlying the July 6,2011 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) as follows: 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012 and the balance of the RSUs will vest in three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer though each of the April 13, 2013, April 13, 2014 and April 13, 2015 vesting dates. The 248,000 shares underlying the April 13, 2011 RSUs described in (iii) above will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2012, April 13, 2013, April 13, 2014, and April 13, 2015 vesting dates. (footnote continued below) (continued from footnote 3 above) The 49,000 shares underlying the April 13, 2011 RSUs described in (iv) above will be issued as those units vest (subject to an initial performance-vesting requirement) as follows: 50% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012 and the balance of the RSUs will vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer though each of the April 13, 2013 and April 13, 2014 vesting dates. The 30,400 shares underlying the April 13,2011 RSUs described in (v) above will be issued when those units vest in two equal successive installments over the Reporting Person's period of service with the Issuer through each of the April 13, 2013 and April 13 2014 vesting dates. (footnote continued below) (footnote continued from 4 above) The 46,192 shares underlying the January 18, 2011 RSUs will vest in successive monthly installments over the Reporting Person's period of service with the Issuer as follows: (i) 50% of the RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2011, with the shares of Class A common stock that so vest to be issued on September 15, 2012 and (ii) the remaining 50% of the RSUs will vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 12-month period measured from September 16, 2012, with the shares of Class A common stock that so vest to be issued on September 15, 2013. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and the RSUs described in (i), (ii), (iii), (iv), (v) and (vi) are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period. Does not include (i) 12,810 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on March 29, 2012, (ii) 21,066 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 and (iii) 55,617 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011. Those awards will not actually convert into any shares unless the applicable performance goals are attained at threshold level or above. By Brian L. Swartz for Gregory W. Cappelli 2012-04-17