SEC Form 4 · accession 0000929887-16-000203
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
Aug 12, 2016
Accepted (ET)
Aug 16, 2016 · 5:07 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 | Aug 12, 2016 | F | 7,836 | $9.04 | D | 433,407 | D | |
| Class A Common StockF2,F3,F4,F5 | Aug 12, 2016 | G | 17,103 | $0.00 | D | 416,304 | D | |
| Class A Common StockF6 | Aug 12, 2016 | G | 17,103 | $0.00 | A | 47,017 | I | Martin Family Trust U/A Dtd 1/21/10 |
| Class A Common StockF2,F3,F4 | Aug 13, 2016 | F | 6,814 | $9.04 | D | 409,490 | D | |
| Class A Common StockF2,F3,F4 | Aug 13, 2016 | G | 14,873 | $0.00 | D | 394,617 | D | |
| Class A Common StockF6 | Aug 13, 2016 | G | 14,873 | $0.00 | A | 61,890 | 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) 275,106 shares of the Issuer's Class A common subject to RSUs granted November 16, 2015, (ii) 62,856 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 21,490 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iv) 18,512 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (v) 4,938 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, and (vi) 11,715 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013. (footnote continued below)
- F3(continued from footnote 2 above) The 275,106 shares listed in (i) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2016, November 15, 2017, and November 15, 2018 vesting dates. 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. (footnote continued below)
- F4(continued from footnote 3 above) The 21,490 shares listed in (iii) above and the 18,512 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 August 12, 2017 and August 12, 2018 vesting dates. The 21,490 shares listed in (iii) above are also subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause. The 4,938 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service through the August 12, 2017 vesting date. The 11,715 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, 2017 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
- F5Also 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, 2016.
- F6By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.