FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

D'Amico Joseph Lawrence

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/27/2015 

3. Issuer Name and Ticker or Trading Symbol

APOLLO EDUCATION GROUP INC [APOL]

(Last)        (First)        (Middle)

4025 S. RIVERPOINT PKWY

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Interim CFO /

(Street)

PHOENIX, AZ 85040       

(City)              (State)              (Zip)
5. 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 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   181769   (1) (2) (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   7/6/2014   7/5/2015   Class A Common Stock   100044.0   $42.27   D    
Non-Qualified Stock Option (right to buy)     (4) 7/5/2016   Class A Common Stock   50804.0   $47.47   D    
Non-Qualified Stock Option (right to buy)     (5) 7/1/2017   Class A Common Stock   48768.0   $36.34   D    

Explanation of Responses:
( 1)  Includes (i) 30,134 shares of the Issuer's Class A common stock subject to restricted stock units ("RSUs") granted July 2, 2012 and (ii) 11,165 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 30,134 shares listed in (i) above will be issued when those units vest in a series of two successive equal installments on each of the July 2, 2015 and July 2, 2016 vesting dates. (footnote continued below)
( 2)  (continued from footnote 1 above) The 11,165 shares listed in (ii) above will be issued when those units vest on 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.
( 3)  Does not include 30,546 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.
( 4)  38,103 of these options are currently exercisable. The remaining 12,701 of these options will vest and become fully exercisable for the underlying shares of the Issuer's Class A common stock on the July 6, 2015 vesting date. The options are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 5)  24,384 of these options are currently exercisable. The remaining 24,384 of these options will vest and become fully exercisable for the underlying shares of the Issuer's Class A common stock in a series of two successive equal installments on each of the July 2, 2015 and July 2, 2016 vesting dates. The options are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D'Amico Joseph Lawrence
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040


Interim CFO

Signatures
Joseph L. D'Amico 5/6/2015
** 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 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 control number.
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