SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Grell Vince E

(Last)

(First)

(Middle)

4615 EAST ELWOOD STREET

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2007

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,749⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽²⁾	06/23/2016	Class A Common Stock	10,000	$51.33	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/03/2013	Class A Common Stock	20,000	$58.03	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	10/20/2013	Class A Common Stock	242	$60.1919	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	10/20/2013	Class A Common Stock	2,841	$62.78	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	11/01/2015	Class A Common Stock	9,600	$63.79	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	08/06/2014	Class A Common Stock	12,000	$71.23	D

Explanation of Responses:

1. Includes 2,112 shares purchased through a Section 423 employee stock purchase plan and 637 shares held in joint tenancy with right of survivorship by the Reporting Person and his former spouse.

2. The option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four-year period measured from February 28, 2006. The option, however, is subject to accelerated vesting in the event certain performance goals are attained.

3. The option will vest and become exercisable for the underlying shares of Class A Common stock in four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four year period measured from September 1, 2007, subject to accelerated vesting in the event of certain changes in control of the Issuer.

4. The option is currently exercisable for all of the reported shares of the Issuer's Class A common stock.

5. The option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal Annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four-year period measured from August 31, 2005, subject to accelerated vesting in the event of certain changes in control of the Issuer.

6. The option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments upon the Reporting Person's completion of each year of service with the Issuer over the four-year period measured from August 31, 2004, subject to accelerated vesting in the event of certain changes in control of the Issuer.

	Vince E Grell	12/20/2007
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.