SEC Form 4 · accession 0000929887-15-000149
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
Oct 23, 2015
Accepted (ET)
Oct 28, 2015 · 9:30 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 | Oct 23, 2015 | S | 1,379,239 | $7.2813 | D | 1,355,673 | D | |
| Class A Common StockF6,F3,F4,F5 | Oct 26, 2015 | S | 1,262,799 | $7.1453 | D | 92,874 | D | |
| Class A Common StockF6,F7 | Oct 26, 2015 | S | 551,156 | $7.1453 | D | 0 | I | Peter V. Sperling Revocable Trust |
| Class A Common StockF8 | holding | — | — | — | 800,000 | I | John Sperling 1994 Irrevocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Involuntary sale pursuant to foreclosure by secured lender.
- F2Represents the weighted average sale price per share. The actual sale prices ranged from a low of $7.24 to a high of $7.52. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
- F3Includes (i) 47,544 shares of the Issuer's Class A common stock subject to restricted stock units ("RSUs") granted August 12, 2015, (ii) 15,849 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iii) 13,460 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iv) 2,628 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, and (v) 2,081 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012. The 47,544 shares listed in (i) above will 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; these shares have been deferred and will be issued in one lump sum on January 1, 2024. (footnote continued below)
- F4(continued from footnote 3 above) The 15,849 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. The 13,460 shares listed in (iii) 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 2,628 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. (footnote continued below)
- F5(continued from footnote 4 above) The 2,081 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 July 2, 2016 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
- F6Represents the weighted average sale price per share. The actual sale prices ranged from a low of $7.04 to a high of $7.33. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
- F7By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.
- F8By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.