Sec Form 4 Filing - Pepicello William John @ APOLLO GROUP INC - 2013-10-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pepicello William John 2. Issuer Name and Ticker or Trading Symbol APOLLO GROUP INC [ APOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President-UOPX (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2013 (Street) PHOENIX, AZ85040 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 10/25/2013 S 25,924 D $ 28.232 28,475 ( 1 ) ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pepicello William John 4025 S. RIVERPOINT PKWY PHOENIX, AZ85040 President-UOPX Signatures By Brian L. Swartz for William J Pepicello 10/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 17,079 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (ii) 7,980 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, and (iii) 3,085 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010. The 17,079 shares underlying the July 2, 2012 RSUs 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 July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 7,980 shares underlying the July 6, 2011 RSUs 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 July 6, 2014 and July 6, 2015 vesting dates. (footnote continued below) ( 2 )(continued from footnote 1 above) The 3,085 shares underlying the July 6, 2010 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 6, 2014 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 8,049 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012 or (ii) 5,136 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011. Those 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

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