Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Uehlein Curtis Matthew
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2016
3. Issuer Name and Ticker or Trading Symbol
APOLLO EDUCATION GROUP INC [APOL]
(Last)
(First)
(Middle)
4025 S RIVERPOINT PKWY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Apollo Global
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PHOENIX, AZ 85040
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 97,854 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (3) 08/11/2021 Class A Common Stock 4,020 $ 12.41 D  
Non-Qualified Stock Option (right to buy)   (4) 08/11/2020 Class A Common Stock 1,948 $ 26.74 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Uehlein Curtis Matthew
4025 S RIVERPOINT PKWY
PHOENIX, AZ 85040
      President, Apollo Global  

Signatures

By Gregory J. Iverson for Curtis M. Uehlein 03/22/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes (i) 22,564 shares of the Issuer's Class A common stock subject to restricted stock units ("RSUs") granted August 12, 2015, (ii) 35,904 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014 and (iii) 9,972 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013. The 22,564 shares listed in (i) above will be issued when those units vest in a series of four successive equal installments on each of the August 12, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The 35,904 shares listed in (ii) above will be issued when those units vest in a series of three successive equal installments on each of the August 12, 2016, August 12, 2017 and August 12, 2018 vesting dates. (footnote continued below)
(2) (footnote continued from above) The 9,972 shares listed in (iii) above will be issued when those units vest on August 13, 2016. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) 24,177 target shares of the Issuer's Class A common stock subject to the performance share award ("PSA") granted November 25, 2015, (ii) 11,220 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2014 or (iii) 12,465 target shares of the Issuer's Class A common stock subject to the PSA granted November 25, 2013. These 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.
(3) These options will vest and become fully exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal installments on each of the August 12, 2016, August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. The options are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
(4) 487 of these options are currently exercisable. The remaining 1,461 of these options will vest and become fully exercisable for the underlying shares of the Issuer's Class A common stock in a series of three successive equal installments on each of the August 12, 2016, August 12, 2017 and August 12, 2018 vesting dates. The options are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

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