FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Martin Sean 		2. Issuer Name and Ticker or Trading Symbol

APOLLO EDUCATION 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)
SVP, General Counsel
(Last)          (First)          (Middle)

4025 S. RIVERPOINT PKWY 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/2/2015
(Street)

PHOENIX, AZ 85040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock   7/2/2015     F (1)    1496   D $12.93   115722   (2) (3) (4) (5) D    
Class A Common Stock   7/2/2015     G    3251   D $0   112471   (2) (3) (4) (5) D    
Class A Common Stock   7/2/2015     G    3251   A $0   3251   I   Martin Family Trust U/A Dtd 1/21/10   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units ("RSUs") and the issuance of the underlying shares of the Issuer's Class A common stock.
( 2)  Includes (i) 37,024 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (ii) 12,345 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iii) 19,944 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iv) 35,145 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (v) 4,747 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (vi) 3,266 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 37,024 shares listed in (i) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2015, August 12, 2016, August 12, 2017, and August 12, 2018 vesting dates. (footnote continued below)
( 3)  (continued from footnote 2 above) The 12,345 shares listed in (ii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through the August 31, 2015 vesting date, and the balance will vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the August 12, 2016 and August 12, 2017 vesting dates. The 19,944 shares listed in (iii) above will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 13, 2015 and August 13, 2016 vesting dates. (footnote continued below)
( 4)  (continued from footnote 3 above) The 35,145 shares listed in (iv) above will be issued when those units vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 4,747 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 2, 2016 vesting date. The 3,266 shares listed in (vi) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 6, 2015 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 5)  Does not include 5,781 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012. The award will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above.
( 6)  By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Martin Sean
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040

SVP, General Counsel

Signatures
By Gregory J. Iverson for Sean Martin 7/7/2015
** 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).
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 control number.
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