SEC Form 4 · accession 0000929887-15-000144
APOLLO EDUCATION GROUP INC · APOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Martin
Officer — SVP, General Counsel
Period of report
Oct 22, 2015
Accepted (ET)
Oct 26, 2015 · 7:06 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,F5,F6 | Oct 22, 2015 | F | 5,408 | $7.185 | D | 177,201 | D | |
| Class A Common StockF2,F3,F4,F5,F6 | Oct 22, 2015 | G | 6,317 | $0.00 | D | 170,884 | D | |
| Class A Common StockF7 | Oct 22, 2015 | G | 6,317 | $0.00 | A | 26,659 | I | Martin Family Trust U/A Dtd 1/21/10 |
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) 62,856 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (ii) 32,235 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 27,768 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iv) 9,876 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (v) 9,972 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (vi) 23,430 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, and (vii) 4,747 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012. (footnote continued below)
- F3(continued from footnote 2 above) The 62,856 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, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The 32,235 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 12, 2016, August 12, 2017, and August 12, 2018 vesting dates, subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause. (footnote continued below)
- F4(continued from footnote 3 above) The 27,768 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 August 12, 2016, August 12, 2017, and August 12, 2018 vesting dates. The 9,876 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 through each of the August 12, 2016 and August 12, 2017 vesting dates. The 9,972 shares listed in (v) 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 (vi) 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 (vii) 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. The award will not convert into any shares of the Issuer's Class A common stock based on the level of achievement of the applicable performance goals over the specified performance period.
- F7By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.