SEC Form 4 · accession 0000929887-15-000112

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

• 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)
• F10Also includes 32,235 shares of the Issuer's Class A common stock subject to the reported RSU award in line 2.
• F11Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSUs and the issuance of the underlying shares of the Issuer's Class A common stock.
• F12By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.
• F13The 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.
• F2(continued from footnote 1 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) 62,856 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 37,024 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iii) 12,345 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iv) 9,972 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (v) 23,430 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, and (vi) 4,747 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012. The 37,024 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 12,345 shares listed in (iii) 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 9,972 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 August 13, 2016 vesting date. (footnote continued below)
• F5(continued from footnote 4 above) The 23,430 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 August 13, 2016 and August 13, 2017 vesting dates. The 4,747 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 2, 2016 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
• F6Does 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.
• F7Also includes 21,687 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, which were issued when those units vested on August 13, 2015.
• F8Represents 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)
• F9(continued from footnote 8 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.