SEC Form 4 · accession 0000929887-17-000041

APOLLO EDUCATION GROUP INC · APOL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman of the Board · Director

Period of report

Feb 1, 2017

Accepted (ET)

Feb 2, 2017 · 4:48 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	D/I	Nature of ownership
Class A Common Stock^F1	Feb 1, 2017	D	86,787	$10.00	D	D
Class A Common Stock^F1,F2	Feb 1, 2017	D	800,000	$10.00	D	I	John Sperling 1994 Irrevocable Trust
Class B Common Stock^F1	Feb 1, 2017	D	1	$10.00	D	D
Class B Common Stock^F1,F3	Feb 1, 2017	D	232,067	$10.00	D	I	Peter Sperling Voting Stock Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F1	$58.03	Feb 1, 2017	D	8,000	D	—	Jul 3, 2017	Class A Common Stock	8,000	D
Non-Qualified Stock Option (right to buy)^F1	$76.38	Feb 1, 2017	D	8,000	D	—	Oct 25, 2017	Class A Common Stock	8,000	D
Non-Qualified Stock Option (right to buy)^F1	$47.47	Feb 1, 2017	D	2,472	D	—	Jul 5, 2017	Class A Common Stock	2,472	D
Non-Qualified Stock Option (right to buy)^F1	$20.06	Feb 1, 2017	D	20,664	D	—	Aug 12, 2019	Class A Common Stock	20,664	D
Non-Qualified Stock Option (right to buy)^F1	$26.74	Feb 1, 2017	D	18,020	D	—	Aug 11, 2020	Class A Common Stock	18,020	D
Non-Qualified Stock Option (right to buy)^F1	$12.41	Feb 1, 2017	D	42,200	D	—	Aug 11, 2021	Class A Common Stock	42,200	D

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 and Class B 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 John Sperling 1994 Irrevocable Trust dated April 27, 1994.
F3By self as sole trustee and beneficiary of the Peter Sperling Voting Stock Trust.