Sec Form 4 Filing - BISHOP TERRI C @ APOLLO EDUCATION GROUP INC - 2014-12-01

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)
12/01/2014
(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 50,142 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D
Class A Common Stock 12/01/2014 S( 5 ) 1,500 D $ 31.9547 ( 6 ) 25,964 I Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ( 7 )
Class A Common Stock 12/02/2014 S( 5 ) 500 D $ 31.95 25,464 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 Gregory J. Iverson for Terri C. Bishop 12/02/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 20,196 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (ii) 19,257 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 1,554 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, (iv) 6,330 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (v) 2,805 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 20,196 shares listed in (i) 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, 2015, August 12, 2016, August 12, 2017 and August 12, 2018 vesting dates. (footnote continued below)
( 2 )(continued from footnote 1 above) The 19,257 shares listed in (ii) 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 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 1,554 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 July 2, 2015 and July 2, 2016 vesting dates. The 6,330 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 July 2, 2015 and July 2, 2016 vesting dates. (footnote continued below)
( 3 )(continued from footnote 2 above) The 2,805 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through July 6, 2015. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 4 )Does not include 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. This award 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.
( 5 )The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 25, 2013.
( 6 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $31.95 to a high of $31.96. 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.
( 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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