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 *

Cappelli Gregory William
2. Issuer Name and Ticker or Trading Symbol

APOLLO EDUCATION GROUP INC [ APOL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

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

8/12/2015
(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   (1) (2) (3) 8/12/2015     A    236907   A $0   704155   (4) D    

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
Non-Qualified Stock Option (right to buy)   $12.41   8/12/2015     A      665139         (5) 8/11/2021   Class A Common Stock   665139.0   $0   665139   D    

Explanation of Responses:
( 1)  Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") granted to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then one-third of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 12, 2016, and the balance will vest in a series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second and third anniversaries of the August 12, 2015 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. (footnote continued below)
( 2)  (continued from footnote 1 above) In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment should terminate under certain specified circumstances during the service-vesting period. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU grant that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. (footnote continued below)
( 3)  (continued from footnote 2 above) The credited dividends will be paid to the Reporting Person at the same time the vested shares of the Issuer's Class A common stock to which they relate are issued under the RSU grant. When the vested shares of the Issuer's Class A common stock underlying the RSUs become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes.
( 4)  Includes (i) 236,907 shares of the Issuer's Class A common stock subject to the reported RSU award and (ii) 137,997 shares of the Issuer's Class A common stock subject to RSUs granted on August 12, 2014. The 137,997 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 equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 12, 2015, August 12, 2016, and August 12, 2017 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and all of the RSUs are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period.
( 5)  The non-qualified stock option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of three successive equal annual installments on each of the first three anniversaries of the August 12, 2015 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain service-vesting credits in the event his employment with the Issuer should terminate under certain specified circumstances during the service-vesting period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cappelli Gregory William
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040
X
Chief Executive Officer

Signatures
By Gregory J. Iverson for Gregory W. Cappelli 8/14/2015
** 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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