SEC Form 4 · accession 0000929887-15-000021

APOLLO EDUCATION GROUP INC · APOL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Includes (i) 37,024 shares of the Issuer's Class A common stock subject to restricted stock units ("RSUs") granted August 12, 2014, (ii) 12,345 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iii) 19,944 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iv) 35,145 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (v) 9,494 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (vi) 3,266 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 37,024 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)
• F2(continued from footnote 1 above) The 12,345 shares listed in (ii) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon the Reporting Person's continuation in service through the August 31, 2015 vesting date, and the balance will vest in two successive equal annual installments upon the Reporting Person's continuation in service through each of the August 12, 2016 and August 12, 2017 vesting dates. The 19,944 shares listed in (iii) above will be issued when those units vest in a series of two successive equal installments upon the Reporting Person's continuation in service through each of the August 13, 2015 and August 13, 2016 vesting dates. (footnote continued below)
• F3(continued from footnote 2 above) The 35,145 shares listed in (iv) 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 9,494 shares listed in (v) 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 3,266 shares listed in (vi) 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.
• F4Does not include 5,781 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. This 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.
• F5The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 23, 2014.
• F6Represents the weighted average sale price per share. The actual sale prices ranged from a low of $27.70 to a high of $28.06. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
• F7By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.