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 *

Uehlein Curtis Matthew
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)
President, Apollo Global
(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)    4818   D $9.04   93036   (2) (3) (4) D    
Class A Common Stock   8/13/2016     F (1)    2728   D $9.04   90308   (2) (3) 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

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) 16,923 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015 and (ii) 23,936 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014. The 16,923 shares listed in (i) above will be issued when those units vest in a series of three successive equal installments on each of the August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The 23,936 shares listed in (ii) above will be issued when those units vest in a series of two successive equal installments on each of the August 12, 2017 and August 12, 2018 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 3)  Does not include (i) 24,177 target shares of the Issuer's Class A common stock subject to the performance share award ("PSA") granted November 25, 2015, (ii) 11,220 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2014 or (iii) 12,465 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2013. These awards 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)  Also includes 9,972 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Uehlein Curtis Matthew
4025 S RIVERPOINT PKWY
PHOENIX, AZ 85040


President, Apollo Global

Signatures
By Gregory J. Iverson for Curtis M. Uehlein 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.
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