Sec Form 4 Filing - Bowling James Mitchell @ APOLLO EDUCATION GROUP INC - 2016-10-14

Insider filing report for Changes in Beneficial Ownership
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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
Bowling James Mitchell
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, COO
(Last) (First) (Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (MM/DD/YY)
10/14/2016
(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 10/14/2016 F( 1 ) 6,146 D $ 8.46 225,600 ( 2 ) ( 3 ) ( 4 ) 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
Bowling James Mitchell
4025 S. RIVERPOINT PKWY
PHOENIX, AZ85040
SVP, COO
Signatures
By Gregory J. Iverson for J. Mitchell Bowling 10/17/2016
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) 58,320 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (ii) 26,862 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 19,448 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (iv) 13,378 shares of the Issuer's Class A common stock subject to RSUs granted December 16, 2013, and (v) 31,020 shares of the Issuer's Class A common stock subject to RSUs granted December 16, 2013. The 58,320 shares listed in (i) 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, 2017, August 12, 2018 and August 12, 2019 vesting dates. (footnote continued below)
( 3 )(continued from footnote 2 above) The 26,862 shares listed in (ii) 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, subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause. The 19,448 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. (footnote continued below)
( 4 )(continued from footnote 3 above) The 13,378 shares listed in (iv) 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 December 16, 2016 and December 16, 2017 vesting dates. The 31,020 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the December 16, 2016 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

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