Sec Form 4 Filing - Newton Frederick James @ APOLLO EDUCATION GROUP INC - 2015-03-02

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
Newton Frederick James
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)
SR VP, Chief HR Officer
(Last) (First) (Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2015
(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 03/02/2015 S( 1 ) 1,000 D $ 27.58 57,018 ( 2 ) ( 3 ) ( 4 ) ( 5 ) 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
Newton Frederick James
4025 S. RIVERPOINT PKWY
PHOENIX, AZ85040
SR VP, Chief HR Officer
Signatures
By Brian L. Swartz for Frederick James Newton 03/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 23, 2014.
( 2 )Includes (i) 22,068 shares of the Issuer's Class A common stock subject to restricted stock units ("RSUs") granted August 12, 2014, (ii) 21,126 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 1,652 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, (iv) 6,742 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (v) 2,212 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 22,068 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)
( 3 )(continued from footnote 2 above) The 21,126 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 August 12, 2014 and August 13, 2013 RSUs are also subject to accelerated vesting in the event the Reporting Person's employment terminates under certain specified circumstances during the service-vesting period. The 1,652 shares listed in (iii) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 2, 2015 vesting date. (footnote continued below)
( 4 )(continued from footnote 3 above) The 6,742 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. The 2,212 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 July 6, 2015 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 5 )Does not include 2,478 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. The 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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