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 *
SPERLING PETER V
  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)
Chairman of the Board
(Last)
(First)
(Middle)
4025 S. RIVERPOINT PKWY
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2014
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/15/2014   F(1)   2,184 D $ 24.73 2,694,384 (2) (3) (4) (5) (6) D  
Class A Common Stock               800,000 I John Sperling 1994 Irrevocable Trust (7)
Class A Common Stock               551,156 I Peter V. Sperling Revocable Trust (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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, AZ 85040
  X     Chairman of the Board  

Signatures

 By Gregory J. Iverson for Peter V. Sperling   10/17/2014
**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) 21,132 shares of the Issuer's Class A common stock subject to RSUs granted on August 12, 2014, (ii) 20,190 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013, (iii) 5,256 shares of the Issuer's Class A common stock subject to RSUs granted on May 1, 2013, (iv) 4,162 shares of the Issuer's Class A common stock subject to RSUs granted on July 2, 2012, and (v) 1,406 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011. The 21,132 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 20,190 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 5,256 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 4,162 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)
(4) (continued from footnote 3 above) The 1,406 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 705 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.
(6) Does not include 330 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. This award will not convert into any shares of the Issuer's Class A common stock based on the level of achievement of the applicable performance goals over the specified performance period.
(7) By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
(8) By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.

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