D'Amico Joseph Lawrence 4

Accession 0000929887-12-000056

CIK 0000929887other

View on SEC.gov Company Profile

Filed

Jul 4, 8:00 PM ET

Accepted

Jul 5, 6:50 PM ET

Size

19.2 KB

Accession

0000929887-12-000056

Insider Transaction Report

Form 4

Period: 2012-07-02

APOLLO GROUP INCAPOL

D'Amico Joseph Lawrence

President and COO

Transactions

Award
Class A Common Stock
2012-07-02+60,268→ 226,264 total
Award
Non-Qualified Stock Option (right to buy)
2012-07-02+48,768→ 48,768 total
Exercise: $36.34Exp: 2018-07-01→ Class A Common Stock (48,768 underlying)
Tax Payment
Class A Common Stock
2012-07-02$36.34/sh−943$34,269→ 165,996 total
Award
Class A Common Stock
2012-07-02+30,546→ 226,264 total

Footnotes (14)

[F1]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 Class A common stock.
[F10]Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. For 75% of the performance shares, the applicable performance requirement is tied to the amount by which the Issuer's adjusted free cash flow for the twelve-month period ending August 31, 2015 exceeds its adjusted free cash flow for the twelve-month period ending August 31, 2012. For the remaining 25% of the performance shares, the applicable performance requirement is tied to the difference (measured in terms of the dollar amount of the positive increase or the negative decline) between the Issuer's net revenue for the twelve-month period ending August 31, 2015 and its net revenue for the twelve-month period ending August 31, 2012 (footnote continued below).
[F11](continued from footnote 10 above) The levels at which the various performance goals are attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted. The conversion percentages will range from 0% at threshold level attainment to 100% at target level attainment and 300% at maximum level attainment or above. The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the specified service period (the Issuer's 2013, 2014, and 2015 fiscal years) that the Reporting Person remains in the Issuer's employ. (footnote continued below)
[F12](continued from footnote 11 above) However, the Reporting Person will be entitled to certain vesting continuation/vesting acceleration benefits in the event his employment should terminate under certain specified circumstances. In addition, the performance shares will immediately convert into fully-vested shares of the Issuer's Class A common stock at target level or above upon certain changes in control or ownership of the Issuer. When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.
[F13]Does not include 30,546 shares of the Issuer's Class A common stock subject to the reported performance share award.
[F14]The options will vest and become exercisable for the underlying shares of the Issuer's Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the July 2, 2012 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain vesting continuation/vesting acceleration benefits in the event his employment should terminate under certain specified circumstances.
[F2]Includes (i) 44,660 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, (ii) 12,472 shares of the Issuer's Class A common stock subject to RSUs granted on January 18, 2011, (iii) 30,165 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, and (iv) 2,992 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 44,660 shares underlying the July 6, 2011 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) as follows: 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012 and the balance of the RSUs will vest in three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer though (footnote continued below)
[F3](continued from footnote 2 above) each of the July 6, 2013, July 6, 2014 and July 6, 2015 vesting dates. The 12,472 shares underlying the January 18, 2011 RSUs will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the period beginning March 16, 2012 and ending August 31, 2012, with the sixth such monthly installment to vest on August 31, 2012 and with the shares of Class A common stock that vest under those 6 installments to be issued on September 15, 2012. The 30,165 shares underlying the July 6, 2010 RSUs will be issued as those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. (footnote continued below)
[F4](continued from footnote 3 above) The 2,992 shares underlying the July 2, 2009 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the July 2, 2013 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The July 6, 2011 and July 6, 2010 RSU awards may also continue to vest (in accordance with the stated annual vesting dates) following the Reporting Person's cessation of service with the Issuer under certain defined circumstances. (footnote continued below)
[F5](continued from footnote 4 above) Does not include (i) 2,370 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on October 5, 2011, (ii) 17,382 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011 and (iii) 14,196 shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2010. Those awards will not actually convert into any shares unless the applicable performance goals are attained at threshold level or above.
[F6]Also includes 118 shares of the Issuer's Class A common stock acquired under the Issuer's Employee Stock Purchase Plan on April 9, 2012.
[F7]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 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2013, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 2, 2012 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. In addition, the Reporting Person will be entitled to certain vesting continuation/vesting accelerating benefits in the event his employment should terminate under certain specified circumstances. The underlying shares of Class A common stock will, in general, be issued as the RSUs vest (footnote continued below).
[F8](continued from footnote 7 above) The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU award that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of Class A common stock to which they relate are issued under the RSU award. When the vested shares of the Issuer's Class A common stock become issuable following the satisfaction of the applicable performance-vesting and service-vesting requirements, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes.
[F9]Includes 60,268 shares of the Issuer's Class A common stock subject to the reported RSU award.

Documents

1 file

4
wf-form4_134152859118649.xmlPrimary
FORM 4

Issuer

APOLLO GROUP INC

CIK 0000929887

→

Entity typeother

Related Parties

filerCIK 0001387816

Filing Metadata

Form type: 4
Filed: Jul 4, 8:00 PM ET
Accepted: Jul 5, 6:50 PM ET
Size: 19.2 KB

View on SEC.gov