SEC Form 4 · accession 0000929887-16-000228
APOLLO EDUCATION GROUP INC · APOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Curtis Matthew Uehlein
Officer — President, Apollo Global
Period of report
Nov 10, 2016
Accepted (ET)
Nov 14, 2016 · 6:33 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 StockF2,F3 | Nov 10, 2016 | A | 13,088 | $0.00 | A | 115,861 | D | |
| Class A Common StockF2,F3 | Nov 10, 2016 | F | 10,720 | $9.35 | D | 105,141 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of the Issuer's Class A common stock that vested pursuant to the performance share award ("PSA") made to the Reporting Person on November 25, 2013 in addition to the 12,465 target number of shares that were previously disclosed by the Reporting Person on the Form 4 filed on November 26, 2013. A total of 25,553 performance shares were converted into shares of the Issuer's Class A common stock based on the level of adjusted operating free cash flow of Apollo Global, Inc., the Issuer's subsidiary, during the last fiscal year of the specified service period (September 1, 2013 to August 31, 2016).
- F2Includes (i) 16,923 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015 and (ii) 23,936 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014. The 16,923 shares listed in (i) above will be issued when those units vest in a series of three successive equal installments on each of the August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The 23,936 shares listed in (ii) above will be issued when those units vest in a series of two successive equal installments on each of the August 12, 2017 and August 12, 2018 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
- F3Does not include (i) 24,177 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2015 or (ii) 11,220 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2014. These awards will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above.
- F4Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of PSAs and the issuance of the underlying shares of the Issuer's Class A common stock.