-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4Y0SN8y8b/YBD2i9cY8rgMC0/UT1yOTyL2dX/YzZbDrbhhXRIVQvM5kT2LaE2jA TyyaXlUsaLtHGXqlLHiaiw== 0001213138-06-000001.txt : 20060120 0001213138-06-000001.hdr.sgml : 20060120 20060120162631 ACCESSION NUMBER: 0001213138-06-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060119 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPERLING PETER V CENTRAL INDEX KEY: 0001213138 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 06541115 BUSINESS ADDRESS: STREET 1: 5290 E EXETER BLVD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6025495000 MAIL ADDRESS: STREET 1: 4615 E ELWOOD CITY: PHOENIX STATE: AZ ZIP: 85040 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-01-19 0 0000929887 APOLLO GROUP INC apol 0001213138 SPERLING PETER V 4615 E ELWOOD PHOENIX AZ 85040 1 1 0 0 Senior Vice President Class A Common Stock 2006-01-19 4 J 0 0 D 11198566 D Class A Common Stock 1357339 I JGS Irrevocable Trust Class A Common Stock 551156 I PVS Revocable Trust Forward Sale Contract 2006-01-19 4 J 0 0 D Class A Common Stock 315000 D Please refer to the remarks portion of this Form for a detailed description of this transaction. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995. On January 19, 2006, the Reporting Person entered into a forward sale agreement (the "Agreement") relating to up to 315,000 shares (the "Base Amount") of Class A Common Stock. The Agreement provides that the Reporting Person will deliver one block of up to 315,000 shares on January 20, 2009 (the "Maturity Date"). The final number of shares (or, at the option of the Reporting Person, the cash equivalent of such shares) to be delivered on the Maturity Date is equal to the product of (a) the Base Amount and (b) the Exchange Rate, which Exchange Rate will be determined as follows: (i) If the closing price (the "Maturity Price") of the Class A Common Stock on the Maturity Date is less than or equal to $55.3064 (the "Issue Price"), the Exchange Rate will be 1; (ii) If the Maturity Price is greater than the Issue Price but less than $71.8983 (the "Threshold Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price, and (iii) If the Maturity Price is equal to or greater than the Threshold Price, the Exchange Rate will be equal to 1 minus a fraction: (A) the numerator of which is the Threshold Price minus the Issue Price; and (B) the denominator of which is the Maturity Price. In consideration thereof, the Reporting Person received a purchase price of $14,900,622.63. /s/ Peter V. Sperling 2006-01-20 -----END PRIVACY-ENHANCED MESSAGE-----