SEC Form 4 · accession 0000929887-16-000216
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 14, 2016
Accepted (ET)
Oct 18, 2016 · 4:36 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 | Oct 14, 2016 | F | 40,191 | $8.46 | D | 354,426 | D | |
| Class A Common StockF2,F3,F4 | Oct 14, 2016 | G | 67,225 | $0.00 | D | 287,201 | D | |
| Class A Common StockF5 | Oct 14, 2016 | G | 67,225 | $0.00 | A | 129,115 | 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) 183,404 shares of the Issuer's Class A common subject to RSUs granted November 16, 2015, (ii) 47,142 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 183,404 shares listed in (i) 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 November 15, 2017 and November 15, 2018 vesting dates. The 47,142 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, 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.
- F5By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.