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 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 (Month/Day/Year)
07/17/2009
(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 07/17/2009   S   2,000 D $ 67.095 (1) 5,554,326 (2) (3) D  
Class A Common Stock               1,357,339 I John Sperling 1994 Irrevocable Trust (4)
Class A Common Stock               551,156 I Peter V. Sperling Revocable Trust (5)

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     Vice Chrmn of the Board  

Signatures

 by Brian L. Swartz for Peter V. Sperling   07/20/2009
**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 the weighted average sale price per share. The actual sale prices ranged from a low of $67.02 to a high of $67.12. 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.
(2) Includes (i) 1,810 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted July 10, 2008, (ii) 2,432 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009 and (iii) 3,978 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 1,810 shares underlying the July 10, 2008 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2009. The 2,432 shares underlying the July 2, 2009 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, 2010, July 2, 2011, July 2, 2012 and July 2, 2013 vesting dates. (footnote continued below)
(3) (continued from Note 2 above) The 3,978 shares underlying the July 2, 2009 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) as to two-thirds of the RSUs upon the Reporting Person's continuation in service with the Issuer through August 31, 2010, and the balance will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
(4) By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
(5) By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.

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