Sec Form 4 Filing - SPERLING PETER V @ APOLLO EDUCATION GROUP INC - 2016-07-02

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

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1. Name and Address of Reporting Person SPERLING PETER V 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) Chairman of the Board (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2016 (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 07/02/2016 F( 1 ) 1,771 D $ 9.1 91,303 ( 2 ) ( 3 ) ( 4 ) D Class A Common Stock 800,000 I John Sperling 1994 Irrevocable Trust ( 5 )

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 SPERLING PETER V 4025 S. RIVERPOINT PKWY PHOENIX, AZ85040 X Chairman of the Board Signatures By Gregory J. Iverson for Peter V. Sperling 07/06/2016 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) 47,544 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (ii) 15,849 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, and (iii) 13,460 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013. The 47,544 shares listed in (i) above will 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, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates; these shares have been deferred and will be issued in one lump sum on January 1, 2024. (footnote continued below) ( 3 )(continued from footnote 2 above) The 15,849 shares listed in (ii) above 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 August 12, 2016, August 12, 2017, and August 12, 2018 vesting dates. The 13,460 shares 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 August 13, 2016 and August 13, 2017 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. ( 4 )These holdings have been adjusted to correct a clerical error that was made on the form 4 filed by the Reporting Person on October 28, 2015, which understated the Reporting Person's holdings by 200 shares. ( 5 )By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.

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

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