APOL Apollo Education Grp., Inc.

Item 8.01 Other Events.

As we previously disclosed, in June 2016 we received a demand letter from two shareholders to commence a civil action against each of our directors and certain of our current and former officers on grounds of breach of fiduciary duty and other claims. The demand is a condition precedent under applicable Arizona law to the filing of a derivative lawsuit on behalf of Apollo Education Group, Inc. seeking damages from directors and officers for breach of fiduciary duties. On July 11, 2016, we learned that, prior to the expiration of the required 90-day waiting period, the shareholders filed a derivative complaint in the Superior Court of Arizona, captioned Kevin J. Guinan et. al. v. Apollo Education Group, Inc. et. al. , Case Number CV2016-005901, seeking relief from the waiting period requirement and damages from directors and officers for alleged breach of fiduciary duties, unjust enrichment, abuse of control and corporate waste relating to recruitment practices, false claims, our new student classroom, share repurchases and other matters. The complaint also seeks an order to terminate or postpone our proposed merger with a subsidiary of AP VIII Queso Holdings, L.P. We are evaluating the complaint.

The information in Item 8.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.