Sec Form 4 Filing - Rivelo Manuel Felix @ APOLLO EDUCATION GROUP INC - 2015-08-12

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
Rivelo Manuel Felix
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2015
(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 ( 1 ) 08/12/2015 A 12,893 A $ 0 29,890 ( 2 ) 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
Rivelo Manuel Felix
4025 S. RIVERPOINT PKWY
PHOENIX, AZ85040
X
Signatures
By Gregory J. Iverson for Manuel Felix Rivelo 08/14/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") granted to the Reporting Person. The RSUs will vest in full upon the Reporting Person's continuation in Board service with the Issuer through August 31, 2016, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of the Issuer's Class A common stock underlying the RSUs will, in general, be issued as the RSUs vest. The RSUs also include dividend equivalent rights which will entitle the Reporting Person to the same dividends that would be payable were the shares of the Issuer's Class A common stock underlying the RSUs actually outstanding shares at the time of such dividends. The credited dividends will be paid concurrently with the issuance of those shares of the Issuer's Class A common stock.
( 2 )Includes (i) 12,893 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 7,106 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014 that will be issued when those units vest upon the Reporting Person's continuation in Board service with the Issuer through August 31, 2015, and (iii) 6,684 deferred shares of the Issuer's Class A common stock that will be issued in one or more installments following the Reporting Person's cessation of Board service with the Issuer. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

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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