SEC Form 4 · accession 0000929887-15-000043
APOLLO EDUCATION GROUP INC · APOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Lawrence D'Amico
Officer — Interim CFO
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 6:26 pm EDT
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 StockF1,F2,F3,F4 | May 29, 2015 | A | 18,095 | $0.00 | A | 189,864 | D | |
| Class A Common StockF5 | holding | — | — | — | 10,000 | I | D'Amico Gift Trust Dated 12/26/2012 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") granted to the Reporting Person. The RSUs will vest upon the Reporting Person's continuation in service with the Issuer through the November 30, 2015 vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The 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 shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest.
- F2The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU grant that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of the Issuer's Class A common stock to which they relate are issued under the RSU grant.
- F3Includes (i) 18,095 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 30,134 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (iii) 11,165 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 30,134 shares listed in (ii) 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. The 11,165 shares listed in (iii) 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.
- F4Does 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.
- F5By spouse as trustee and beneficiary of the D'Amico Gift Trust dated December 26, 2012.