Sec Form 4 Filing - SPERLING PETER V @ APOLLO GROUP INC - 2012-02-01

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 PETER V 2. Issuer Name and Ticker or Trading Symbol APOLLO 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 Chrmn of the Board (Last) (First) (Middle) 4025 S. RIVERPOINT PKWY 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2012 (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 02/01/2012 S( 1 ) 30,000 D $ 52.8743 ( 2 ) 2,645,340 ( 3 ) ( 4 ) D Class A Common Stock 900,000 I John Sperling 1994 Irrevocable Trust ( 5 ) Class A Common Stock 551,156 I Peter V. Sperling Revocable Trust ( 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 PETER V 4025 S. RIVERPOINT PKWY PHOENIX, AZ85040 X Vice Chrmn of the Board Signatures By Joesph D'Amico for Peter V. Sperling 02/02/2012 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 28, 2010. ( 2 )Represents the weighted average sale price per share. The actual sale prices ranged from a low of $52.67 to a high of $53.34. 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. ( 3 )Includes (i) 5,624 shares of the Issuer's Class A common stock subject to the RSU granted on July 6, 2011, (ii) 2,466 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010 and (iii) 1,216 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 5,624 shares underlying the July 6, 2011 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments on each of the August 31, 2012, July 6, 2013, July 6, 2014 and July 6, 2015 vesting dates. The 2,466 shares underlying the July 6, 2010 RSUs will be issued as those units vest in three successive equal installments on each of the July 6, 2012, July 6, 2013 and July 6, 2014 vesting dates. The 1,216 shares underlying the July 2, 2009 RSUs will be issued as those units vest in two successive equal installments on each of the July 2, 2012 and July 2, 2013 vesting dates. (footnote continued below) ( 4 )(continued from footnote 3 above) All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) the performance share award made to the Reporting Person on July 6, 2011 for 330 target shares of the Issuer's Class A common stock and (ii) the performance share award made to the Reporting Person on July 6, 2010 for 1,161 target shares of the Issuer's Class A common stock. 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. ( 5 )By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994. ( 6 )By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.

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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