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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

BISHOP TERRI C 		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)
Vice Chairman
(Last)          (First)          (Middle)

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

8/12/2016
(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   8/12/2016     F (1)    1898   D $9.04   69603   (2) (3) (4) D    
Class A Common Stock   8/12/2016     G    3151   D $0   66452   (2) (3) (4) D    
Class A Common Stock   8/12/2016     G    3151   A $0   41442   I   Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03   (5)
Class A Common Stock   8/13/2016     F (1)    2413   D $9.04   64039   (2) (3) D    
Class A Common Stock   8/13/2016     G    4006   D $0   60033   (2) (3) D    
Class A Common Stock   8/13/2016     G    4006   A $0   45448   I   Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03   (5)

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) 43,516 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (ii) 10,098 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, and (iii) 6,419 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013. The 43,516 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, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates; these shares have been deferred and will be issued in one lump sum on January 1, 2021. (footnote continued below)
( 3)  (continued from footnote 2 above) The 10,098 shares listed in (ii) 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 12, 2017 and August 12, 2018 vesting dates. The 6,419 shares listed in (iii) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the August 13, 2017 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 4)  Also includes 6,419 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013 which were issued when those units vested on August 13, 2016.
( 5)  By self as co-trustee and beneficiary of the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BISHOP TERRI C
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X
Vice Chairman

Signatures
By Gregory J. Iverson for Terri C. Bishop 8/16/2016
** 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.
Apollo Education Group, Inc. (NASDAQ:APOL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Apollo Education Group, Inc. Charts.
Apollo Education Group, Inc. (NASDAQ:APOL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Apollo Education Group, Inc. Charts.