SEC Form 4 · accession 0000929887-15-000105
APOLLO EDUCATION GROUP INC · APOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Mitchell Bowling
Officer — COO
Period of report
Aug 12, 2015
Accepted (ET)
Aug 14, 2015 · 4:53 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 | Aug 12, 2015 | A | 77,760 | $0.00 | A | 213,772 | D | |
| Class A Common StockF5,F6,F3,F4,F7 | Aug 12, 2015 | A | 40,293 | $0.00 | A | 254,065 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F8 | $12.41 | Aug 12, 2015 | A | 172,816 | A | — | Aug 11, 2021 | Class A Common Stock | 172,816 | 172,816 | D |
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 are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2016, and the balance will vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the second, third and fourth anniversaries of the August 12, 2015 grant date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. (footnote continued below)
- F2(continued from footnote 2 above) The 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. When the vested shares of the Issuer's Class A common stock underlying the RSUs become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes.
- F3Includes (i) 77,760 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 38,896 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iii) 20,067 shares of the Issuer's Class A common stock subject to RSUs granted December 16, 2013, and (iv) 62,040 shares of the Issuer's Class A common stock subject to RSUs granted December 16, 2013. The 38,896 shares listed in (ii) 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)
- F4(continued from footnote 3 above) The 20,067 shares listed in (iii) 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 December 16, 2015, December 16, 2016, and December 16, 2017 vesting dates. The 62,040 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 December 16, 2015 and December 16, 2016 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
- F5Represents shares of the Issuer's Class A common stock underlying RSUs granted to the Reporting Person. The RSUs will vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the first, second and third anniversaries of the August 12, 2015 grant date, subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause or upon certain changes in ownership or control of the Issuer. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. (footnote continued below)
- F6(continued from footnote 5 above) The 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. When the vested shares of the Issuer's Class A common stock underlying the RSUs become issuable following the satisfaction of the applicable service-vesting requirement, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes.
- F7Also includes 40,293 shares of the Issuer's Class A common stock subject to the reported RSU award in line 2.
- F8The non-qualified stock option will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments on each of the first four anniversaries of the August 12, 2015 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer.