Sec Form 4 Filing - Iverson Gregory James @ APOLLO EDUCATION GROUP INC - 2016-08-12

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 Iverson Gregory James 2. Issuer Name and Ticker or Trading Symbol APOLLO EDUCATION 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) SVP, CFO, CAO & Treasurer (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2016 (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 08/12/2016 F( 1 ) 1,299 D $ 9.04 193,148 ( 2 ) ( 3 ) ( 4 ) D Class A Common Stock 08/13/2016 F( 1 ) 1,699 D $ 9.04 191,449 ( 2 ) ( 3 ) 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 Iverson Gregory James 4025 S. RIVERPOINT PKWY PHOENIX, AZ85040 SVP, CFO, CAO & Treasurer Signatures Gregory J. Iverson 08/16/2016 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) 127,936 shares of the Issuer's Class A common stock subject to RSUs granted October 30, 2015, (ii) 28,044 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 8,004 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, and (iv) 5,235 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013. The 127,936 shares listed in (i) above and the 28,044 shares listed in (ii) 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, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. (footnote continued below) ( 3 )(continued from footnote 2 above) The 8,004 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 12, 2017 and August 12, 2018 vesting dates. The 5,235 shares listed in (iv) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the August 13, 2017 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. ( 4 )Also includes 5,235 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013 which were issued when those units vested on August 13, 2016.

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