SEC Form 4 · accession 0000929887-15-000153
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
Nov 16, 2015
Accepted (ET)
Nov 18, 2015 · 6:08 pm EST
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,F5,F6 | Nov 16, 2015 | A | 275,106 | $0.00 | A | 445,990 | D | |
| Class A Common StockF7 | holding | — | — | — | 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 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 one-third 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 two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the November 15, 2017 and November 15, 2018 vesting dates, 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 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) 275,106 shares of the Issuer's Class A common subject to the reported RSU award, (ii) 62,856 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 32,235 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iv) 27,768 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (v) 9,876 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (vi) 9,972 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (vii) 23,430 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, and (viii) 4,747 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012. (footnote continued below)
- F4(continued from footnote 3 above) The 62,856 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, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The 32,235 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, subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause. (footnote continued below)
- F5(continued from footnote 4 above) The 27,768 shares listed in (iv) 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 (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 through each of the August 12, 2016 and August 12, 2017 vesting dates. The 9,972 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 August 13, 2016 vesting date. (footnote continued below)
- F6(continued from footnote 5 above) The 23,430 shares listed in (vii) 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 (viii) 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.
- F7By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.