Sec Form 4 Filing - BISHOP TERRI C @ APOLLO EDUCATION GROUP INC - 2014-02-03

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
BISHOP TERRI C
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)
Vice Chairman
(Last) (First) (Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2014
(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 47,844 ( 1 ) ( 2 ) ( 3 ) D
Class A Common Stock 02/03/2014 S( 4 ) 2,000 D $ 32.1994 ( 5 ) 20,295 ( 6 ) I Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ( 7 )
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
BISHOP TERRI C
4025 S. RIVERPOINT PKWY
PHOENIX, AZ85040
X Vice Chairman
Signatures
By Brian L. Swartz for Terri C. Bishop 02/05/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 25,676 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (ii) 2,331 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, (iii) 9,495 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iv) 5,610 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, and (v) 4,732 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010. The 25,676 shares underlying the August 13, 2013 RSUs 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, 2014, August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 2,331 shares underlying the May 1, 2013 RSUs will be issued when those units vest in a (footnote continued below)
( 2 )(continued from footnote 1 above) series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 9,495 shares underlying the July 2, 2012 RSUs 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 July 2, 2014, July 2, 2015, and July 2, 2016 vesting dates. The 5,610 shares underlying the July 6, 2011 RSUs 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 July 6, 2014 and July 6, 2015 vesting dates. (footnote continued below)
( 3 )(continued from footnote 2 above) The 4,732 shares underlying the July 6, 2010 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 6, 2014 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 1,983 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 2, 2012 or (ii) 2,766 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011. Those 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 )The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 25, 2013.
( 5 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $32.00 to a high of $32.35. 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.
( 6 )Over a period ranging from August 13, 2010 to October 21, 2013, the Reporting Person transferred a total of 39,906 shares directly held by her into the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999 ("Trust"), of which the Reporting Person is the co-trustee and beneficiary. Following the transfers, the Reporting Person indirectly owned such transferred shares through the Trust. The transfers resulted in a change only in the form of beneficial ownership and, per Rule 16a-13 under the Securities Exchange Act (the "Act"), were not reportable transactions under Section 16 of the Act. Over a period ranging from July 6, 2011 to January 12, 2012, the Reporting Person's Trust sold 17,611 of these transferred shares in various transactions, all of which were properly and timely reported on previous Form 4's filed by the Reporting Person.
( 7 )By self as co-trustee and beneficiary of the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999.

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