SEC Form 4 · accession 0000929887-15-000013
APOLLO EDUCATION GROUP INC · APOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederick James Newton
Officer — SR VP, Chief HR Officer
Period of report
Feb 2, 2015
Accepted (ET)
Feb 4, 2015 · 4:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000929887
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3,F4,F5 | Feb 2, 2015 | S | 1,000 | $25.32 | D | 58,018 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 23, 2014.
- F2Includes (i) 22,068 shares of the Issuer's Class A common stock subject to restrict stock units ("RSUs") granted August 12, 2014, (ii) 21,126 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 1,652 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iv) 6,742 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (v) 2,212 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 22,068 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, 2015, August 12, 2016, August 12, 2017, and August 12, 2018 vesting dates. (footnote continued below)
- F3(continued from footnote 2 above) The 21,126 shares listed in (ii) above will be issued when those units vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The August 12, 2014 and August 13, 2013 RSUs are also subject to accelerated vesting in the event the Reporting Person's employment terminates under certain specified circumstances during the service-vesting period. The 1,652 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 July 2, 2015 vesting date. (footnote continued below)
- F4(continued from footnote 3 above) The 6,742 shares listed in (iv) 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 July 2, 2015 and July 2, 2016 vesting dates. The 2,212 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through 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.
- F5Does not include 2,478 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.