SEC Form 4 · accession 0000929887-15-000074
APOLLO EDUCATION GROUP INC · APOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter V Sperling
Officer — Chairman of the Board · Director
Period of report
Jul 6, 2015
Accepted (ET)
Jul 8, 2015 · 6:12 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 StockF2,F3,F4 | Jul 6, 2015 | F | 529 | $13.04 | D | 2,692,084 | D | |
| Class A Common StockF5 | holding | — | — | — | 800,000 | I | John Sperling 1994 Irrevocable Trust | |
| Class A Common StockF6 | holding | — | — | — | 551,156 | I | Peter V. Sperling Revocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Includes (i) 21,132 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (ii) 20,190 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 2,628 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, and (iv) 2,081 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012. The 21,132 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 20,190 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 2,628 shares listed in (iii) above and the 2,081 shares listed in (iv) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 2, 2016 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
- F4Does not include 705 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 self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
- F6By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.