SEC Form 4 · accession 0000929887-17-000035
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
Feb 1, 2017
Accepted (ET)
Feb 2, 2017 · 4:46 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 | Feb 1, 2017 | D | 287,201 | $10.00 | D | 0 | D | |
| Class A Common StockF1,F2 | Feb 1, 2017 | D | 129,115 | $10.00 | D | 0 | I | Martin Family Trust U/A Dtd 1/21/10 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1 | $47.47 | Feb 1, 2017 | D | 11,104 | D | — | Jul 5, 2017 | Class A Common Stock | 11,104 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1 | $36.34 | Feb 1, 2017 | D | 6,968 | D | — | Jul 1, 2018 | Class A Common Stock | 6,968 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1 | $20.06 | Feb 1, 2017 | D | 72,324 | D | — | Aug 12, 2019 | Class A Common Stock | 72,324 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1 | $26.74 | Feb 1, 2017 | D | 59,408 | D | — | Aug 11, 2020 | Class A Common Stock | 59,408 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1 | $12.41 | Feb 1, 2017 | D | 122,580 | D | — | Aug 11, 2021 | Class A Common Stock | 122,580 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2016, as amended, among Apollo Education Group, Inc., AP VIII Queso Holdings, L.P., and Socrates Merger Sub, Inc., outstanding shares of the Issuer's Class A common stock were converted into a right to receive a cash payment of $10.00 per share (the "Merger Consideration"). Upon consummation of the merger and in accordance with their terms, (i) restricted stock units automatically vested and were converted into the right to receive the Merger Consideration, without interest and less any required withholding taxes, and (ii) stock options automatically vested and were cancelled for no consideration or payment because their exercise prices exceeded the Merger Consideration.
- F2By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.