Sec Form 4 Filing - SPERLING JOHN G @ APOLLO GROUP INC - 2012-12-12

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 SPERLING JOHN G 2. Issuer Name and Ticker or Trading Symbol APOLLO GROUP INC [ APOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Chrmn of Emeritus of Apol Grp (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2012 (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 42,927 ( 1 ) D Class A Common Stock 12/12/2012 G 1,100 D $ 0 8,371,286 I John Sperling Revocable Trust ( 2 ) Class A Common Stock 10/25/2013 S 248,445 D $ 27.6921 ( 3 ) 8,122,841 I John Sperling Revocable Trust ( 2 ) Class A Common Stock 10/25/2013 S 1,555 D $ 28.44 8,121,286 I John Sperling Revocable Trust ( 2 ) Class A Common Stock 10/28/2013 S 100,000 D $ 27.827 ( 4 ) 800,000 I John Sperling Irrevocable Trust ( 5 ) Class A Common Stock 10/28/2013 S 250,000 D $ 27.8332 ( 4 ) 7,871,286 I John Sperling Revocable Trust ( 2 ) Class A Common Stock 1,181,036 I Aurora Foundation ( 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 SPERLING JOHN G 4025 S. RIVERPOINT PKWY PHOENIX, AZ85040 Chrmn of Emeritus of Apol Grp Signatures By Brian L. Swartz for John G. Sperling 10/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Does not include (i) the performance share award made to the Reporting Person on July 6, 2011 for 20,805 target shares of the Issuer's Class A common stock (which will be prorated based on completed full years of service due to the Reporting Person's retirement prior to the end of the performance period). Those performance shares 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. ( 2 )By self as trustee and beneficiary of the John Sperling Revocable Trust dated November 26, 2007. ( 3 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $27.41 to a high of $28.38. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 4 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $27.65 to a high of $28.01. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 5 )By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. ( 6 )By Self as trustee of the Aurora Foundation dated May 22, 1997.

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).

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