Apollo Education Form 4 APOLLO EDUCATION / Sean Martin ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Martin Sean

(Last) (First) (Middle)

4025 S. RIVERPOINT PKWY

(Street)

PHOENIX AZ 85040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APOLLO EDUCATION GROUP INC [ APOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2016

4. If Amendment, Date of 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

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	10/14/2016		F(1)		40,191	D	$8.46	354,426(2)(3)(4)	D
Class A Common Stock	10/14/2016		G		67,225	D	$0	287,201(2)(3)(4)	D
Class A Common Stock	10/14/2016		G		67,225	A	$0	129,115	I	Martin Family Trust U/A Dtd 1/21/10(5)

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. 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 the Issuer's Class A common stock.

2. Includes (i) 183,404 shares of the Issuer's Class A common subject to RSUs granted November 16, 2015, (ii) 47,142 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iii) 21,490 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2015, (iv) 18,512 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, (v) 4,938 shares of the Issuer's Class A common stock subject to RSUs granted August 12, 2014, and (vi) 11,715 shares of the Issuer's Class A common stock subject to RSUs granted August 13, 2013. (footnote continued below)

3. (continued from footnote 2 above) The 183,404 shares listed in (i) above 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 November 15, 2017 and November 15, 2018 vesting dates. The 47,142 shares listed in (ii) above will be issued when those units vest in a series of three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 12, 2017, August 12, 2018 and August 12, 2019 vesting dates. (footnote continued below)

4. (continued from footnote 3 above) The 21,490 shares listed in (iii) above and the 18,512 shares listed in (iv) above 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 August 12, 2017 and August 12, 2018 vesting dates. The 21,490 shares listed in (iii) above are also subject to accelerated vesting upon an involuntary termination of the Reporting Person's service without cause. The 4,938 shares listed in (v) above will be issued when those units vest upon the Reporting Person's continuation in service through the August 12, 2017 vesting date. The 11,715 shares listed in (vi) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through the August 13, 2017 vesting date. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

5. By self as co-trustee and beneficiary of the Martin Family Trust U/A dated January 21, 2010.

Remarks:

	By Gregory J. Iverson for Sean Martin	10/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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