Sec Form 4 Filing - Uehlein Curtis Matthew @ APOLLO EDUCATION GROUP INC - 2016-11-10

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 Uehlein Curtis Matthew 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) President, Apollo Global (Last) (First) (Middle) 4025 S RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2016 (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 11/10/2016 A( 1 ) 13,088 A $ 0 115,861 ( 2 ) ( 3 ) D Class A Common Stock 11/10/2016 F( 4 ) 10,720 D $ 9.35 105,141 ( 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 Uehlein Curtis Matthew 4025 S RIVERPOINT PKWY PHOENIX, AZ85040 President, Apollo Global Signatures By Gregory J. Iverson for Curtis M. Uehlein 11/14/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer's Class A common stock that vested pursuant to the performance share award ("PSA") made to the Reporting Person on November 25, 2013 in addition to the 12,465 target number of shares that were previously disclosed by the Reporting Person on the Form 4 filed on November 26, 2013. A total of 25,553 performance shares were converted into shares of the Issuer's Class A common stock based on the level of adjusted operating free cash flow of Apollo Global, Inc., the Issuer's subsidiary, during the last fiscal year of the specified service period (September 1, 2013 to August 31, 2016). ( 2 )Includes (i) 16,923 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015 and (ii) 23,936 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014. The 16,923 shares listed in (i) above will be issued when those units vest in a series of three successive equal installments on each of the August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The 23,936 shares listed in (ii) above will be issued when those units vest in a series of two successive equal installments on each of the August 12, 2017 and August 12, 2018 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. ( 3 )Does not include (i) 24,177 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2015 or (ii) 11,220 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2014. These 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. ( 4 )Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of PSAs and the issuance of the underlying shares of the Issuer's Class A common stock.

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