Form 5 SPERLING JOHN G For: Aug 31 (10K)

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SPERLING JOHN G

(Last)

(First)

(Middle)

4025 S. RIVERPOINT PKWY

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Exec Chrmn of the Board

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2009

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/23/2009		G	7,372,827	D	$ 0	4,892,639 ⁽¹⁾ ⁽²⁾	D
Class A Common Stock	03/23/2009		G	7,372,827	A	$ 0	7,958,801	I	John Sperling Revocable Trust ⁽³⁾
Class A Common Stock	03/26/2009		G	211,851	D	$ 0	4,680,788 ⁽¹⁾ ⁽²⁾	D
Class A Common Stock	03/26/2009		G	211,851	A	$ 0	8,170,652	I	John Sperling Revocable Trust ⁽³⁾
Class A Common Stock	05/11/2009		G	2,677,775	D	$ 0	2,003,013 ⁽¹⁾ ⁽²⁾	D
Class A Common Stock	05/11/2009		G	2,677,775	A	$ 0	10,848,427	I	John Sperling Revocable Trust ⁽³⁾
Class A Common Stock							1,578,036	I	Aurora Foundation ⁽⁴⁾
Class A Common Stock							1,357,339	I	John Sperling 1994 Irrevocable Trust ⁽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 Excercise 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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes (i) 25,000 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted July 3, 2007, (ii) 10,251 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008, and (iii) 31,852 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 25,000 shares underlying the July 3, 2007 RSUs will be issued when those units vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2010 and August 31, 2011 vesting dates. The 10,251 shares underlying the October 31, 2008 RSUs will be issued when those units vest (subject to certification of the attainment of an initial performance-vesting requirement) in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2009, August 31, 2010 and August 31, 2011 vesting dates. (footnote continued below)

2. (continued from Note 1 above). The 31,852 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. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.

3. By self as trustee and beneficiary of the John Sperling Revocable Trust dated January 31, 1995.

4. By self as trustee of the Aurora Foundation dated May 22, 1997.

5. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.

	by Brian L. Swartz for John G. Sperling	09/30/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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