Edgar Filing: APOLLO EDUCATION GROUP INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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 (Month/Day/Year)
07/02/2014

(Street)

PHOENIX, AZ 85040

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2014		F⁽¹⁾		1,482	D	$ 30.82	46,362 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D
Class A Common Stock	07/02/2014		G		2,460	D	$ 0	43,902 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D
Class A Common Stock	07/02/2014		G		2,460	A	$ 0	21,055	I	Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ⁽⁶⁾
Class A Common Stock	07/03/2014		S⁽⁷⁾		300	D	$ 31.95	20,755	I	Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ⁽⁶⁾
Class A Common Stock	07/06/2014		F⁽¹⁾		2,834	D	$ 32.02	41,068 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	D
Class A Common Stock	07/06/2014		G		4,703	D	$ 0	36,365 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	D
Class A Common Stock	07/06/2014		G		4,703	A	$ 0	25,458	I	Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03 ⁽⁶⁾

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BISHOP TERRI C 4025 S. RIVERPOINT PKWY PHOENIX, AZ 85040	X		Vice Chairman

Signatures

By Brian L. Swartz for Terri C. Bishop		07/07/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of the Issuer's Class A common stock.
(2)	Includes (i) 25,676 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (ii) 1,554 shares of the Issuer's Class A common stock subject to RSUs granted May 1, 2013, (iii) 6,330 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2012, and (iv) 2,805 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011. The 25,676 shares underlying the RSUs 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, 2014, August 13, 2015, August 13, 2016, and August 13, 2017 vesting dates. The 1,554 shares underlying the RSUs listed in (ii) above will be issued when those units vest in a (footnote continued below)
(3)	(continued from footnote 2 above) 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 underlying the RSUs 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 2,805 shares underlying the RSUs listed in (iv) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through July 6, 2015. (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) 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.
(5)	In addition to the number of shares set forth in footnote 2 above, includes an additional (i) 2,805 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2011, and (ii) 4,732 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, both of which vested on July 6, 2014.
(6)	By self as co-trustee and beneficiary of the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999.
(7)	The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 25, 2013.

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