Pepicello William John 4

Accession 0001209191-11-038960

CIK 0000929887other

View on SEC.gov Company Profile

Filed

Jul 7, 8:00 PM ET

Accepted

Jul 8, 5:34 PM ET

Size

15.0 KB

Accession

0001209191-11-038960

Insider Transaction Report

Form 4

Period: 2011-07-06

APOLLO GROUP INCAPOL

Pepicello William John

President-UOPX

Transactions

Award
Class A Common Stock
2011-07-06+15,960→ 65,072 total
Award
Class A Common Stock
2011-07-06+5,136→ 65,072 total
Award
Non-Qualified Stock Option (Right to Buy)
2011-07-06+14,828→ 14,828 total
Exercise: $47.47Exp: 2017-07-05→ Class A Common Stock (14,828 underlying)

Footnotes (10)

[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 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2012, and the balance will vest in a series of three successive equal annual installments on the second, third and fourth anniversaries of the July 6, 2011 award date, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The underlying shares of Class A common stock will, in general, be issued as the RSUs vest (footnote continued below).
[F10]The option 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 6, 2011 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.
[F2](continued from footnote 1 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.
[F3]Includes (i) 15,960 shares of the Issuer's Class A common stock subject to the reported RSU award, (ii) 18,910 shares of the Issuer's Class A common stock subject to RSUs granted January 14, 2011, (iii) 12,340 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, (iv) 4,420 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, and (v) 3,500 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007. The 18,910 shares underlying the January 14, 2011 RSUs will be issued when those units vest in three successive installments over the Reporting Person's period of service with the Issuer as follows: 20% of the RSUs will vest upon continuation in service through September 15, 2011, and the balance will vest in two successive equal annual installments upon continued service through September 15, 2012 and September 15, 2013, respectively. (footnote continued below).
[F4](continued from footnote 3 above) The January 14, 2011 RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause. The 12,340 shares underlying the July 6, 2010 RSUs 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, 2011 July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. The 4,420 shares underlying the July 2, 2009 RSUs 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, 2012, and July 2, 2013 vesting dates (footnote continued below).
[F5](continued from footnote 4 above) The 3,500 shares underlying the July 3, 2007 RSUs will be issued when those units 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. Does not include the performance share award made to the Reporting Person on July 6, 2010 for 4,356 target shares of the Issuer's Class A common stock that will not actually convert into any such shares unless the applicable performance goal is attained at threshold level or above.
[F6]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. The performance-vesting requirement for 80% of the performance shares is tied to the average of the annual percentage rates of growth or decline in the Issuer's adjusted free cash flow for each of the Issuer's 2012, 2013 and 2014 fiscal years, and the performance-vesting requirements for the remaining 20% are tied to the average credit earned per student for bachelor-degree and associate-degree enrolled students, respectively, over the applicable performance periods. 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 (footnote continued below).
[F7](continued from footnote 6 above) The conversion percentages will range from 50% at threshold level attainment to 100% at target level attainment and 200% 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 2012, 2013, and 2014 fiscal years) that the Reporting Person remains in the Issuer's employ. However, 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 (footnote continued below).
[F8](continued from footnote 7 above) 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.
[F9]Does not include 5,136 shares of the Issuer's Class A common stock subject to the reported performance share award.

Documents

1 file

4
c19753_4x0.xmlPrimary
MAIN DOCUMENT DESCRIPTION

Issuer

APOLLO GROUP INC

CIK 0000929887

→

Entity typeother

Related Parties

filerCIK 0001366177

Filing Metadata

Form type: 4
Filed: Jul 7, 8:00 PM ET
Accepted: Jul 8, 5:34 PM ET
Size: 15.0 KB

View on SEC.gov