Sec Form 4 Filing - BISHOP TERRI C @ APOLLO EDUCATION GROUP INC - 2014-07-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BISHOP TERRI C 2. Issuer Name and Ticker or Trading Symbol APOLLO EDUCATION GROUP INC [ APOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2014 (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 07/02/2014 F( 1 ) 1,482 D $ 30.82 46,362 ( 2 ) ( 3 ) ( 4 ) ( 5 ) D Class A Common Stock 07/02/2014 G 2,460 D $ 0 43,902 ( 2 ) ( 3 ) ( 4 ) ( 5 ) D Class A Common Stock 07/02/2014 G 2,460 A $ 0 21,055 I Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ( 6 ) Class A Common Stock 07/03/2014 S( 7 ) 300 D $ 31.95 20,755 I Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ( 6 ) Class A Common Stock 07/06/2014 F( 1 ) 2,834 D $ 32.02 41,068 ( 2 ) ( 3 ) ( 4 ) D Class A Common Stock 07/06/2014 G 4,703 D $ 0 36,365 ( 2 ) ( 3 ) ( 4 ) D Class A Common Stock 07/06/2014 G 4,703 A $ 0 25,458 I Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ( 6 )

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 BISHOP TERRI C 4025 S. RIVERPOINT PKWY PHOENIX, AZ85040 X Vice Chairman Signatures By Brian L. Swartz for Terri C. Bishop 07/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 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. ( 2 )Includes (i) 25,676 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (ii) 1,554 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, (iii) 6,330 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (iv) 2,805 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 25,676 shares underlying the RSUs listed in (i) above will be issued when those units vest (subject to an initial performance-vesting requirement) in a series of four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2014, August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 1,554 shares underlying the RSUs listed in (ii) above will be issued when those units vest in a (footnote continued below) ( 3 )(continued from footnote 2 above) series of two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2015, and July 2, 2016 vesting dates. The 6,330 shares underlying the RSUs listed in (iii) 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 July 2, 2015, and July 2, 2016 vesting dates. The 2,805 shares underlying the RSUs listed in (iv) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through July 6, 2015. (footnote continued below) ( 4 )(continued from footnote 3 above) All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 1,983 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) 2,766 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. ( 5 )In addition to the number of shares set forth in footnote 2 above, includes an additional (i) 2,805 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, and (ii) 4,732 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, both of which vested on July 6, 2014. ( 6 )By self as co-trustee and beneficiary of the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999. ( 7 )The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 25, 2013.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.