APOLLO GROUP INC 4

4 · APOLLO GROUP INC · Filed Nov 3, 2008

Form 4

Period: 2008-10-31

DirectorCo-Chief Executive Officer

Transactions

Footnotes (4)

[F1]Represents shares of the Issuer's Class A common stock underlying restricted stock units ("RSUs") awarded to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 40% of the RSUs will vest upon the Reporting Person's continuation of service with the Issuer until the 8/31/2009 completion date of the performance period, an additional 40% of the RSUs will vest upon the Reporting Person's completion of the 2-year period of service with the Issuer measured from 8/26/2008, and the remaining 20% of the RSUs will vest upon the Reporting Person's completion of the 3-year period of service with the Issuer measured from 8/26/2008. The RSUs will be subject to accelerated vesting upon certain changes in control or ownership of the Issuer or in the event the Reporting Person's service with the Issuer terminates under certain prescribed circumstances.
[F2]The shares of the Issuer's Class A common stock will, in general, be issued as the RSUs vest. The RSUs also include dividend equivalent rights which will entitle the Reporting Person to the same dividends as would be received were the shares of Class A common stock underlying the RSUs actually outstanding shares.
[F3]Includes 71,213 shares of the Issuer's Class A common stock subject to the reported RSUs.
[F4]Includes 8,000 shares of the Issuer's Class A common stock subject to the reported RSUs.

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