| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
(Street)
| 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 | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Co-Chief Executive Officer |
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3. Date of Earliest Transaction (Month/Day/Year)
10/29/2009 |
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 |
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| 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 |
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Class A Common Stock
| 10/29/2009 | | F | |
11,238
| D | $
58.15
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70,225
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D
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Class A Common Stock
| 10/29/2009 | | F | |
1,263
| D | $
58.15
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68,962
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D
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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 Underlying Securities
(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 of Derivative Security: 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: |
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| by Joseph L. D'Amico for Charles B. Edelstein | 11/02/2009 |
| ** 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).
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| 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. |
EX-24
Power of Attorney
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby constitutes and appoints the following executive
officers of Apollo Group, Inc. (the “Company”): Joseph L.
D’Amico, Brian L. Swartz, and P. Robert Moya, and each of them, his or
her true and lawful attorney-in-fact to:
(1) execute for and on behalf
of the undersigned, in the undersigned’s capacity as an executive officer
of the Company and/or a member of the Company’s Board of Directors, any
and all Form 4, Form 5 and other reports required to be filed by the
undersigned in accordance with Section 16a of the Securities Exchange Act
of 1934 and the rules thereunder;
(2) do and perform any and all
acts for and on behalf of the undersigned which may be necessary or desirable
to complete and execute any such Form 4, Form 5 or other required
report and timely file such report with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney in fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents
executed by such attorney in fact on behalf of the undersigned, pursuant to
this Power of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney in fact may approve in his discretion.
The undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform each and
every act and thing whatsoever requisite, necessary, and proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that no such attorney in fact, in serving in such capacity at the request of
the undersigned, is hereby assuming, nor is the Company hereby assuming, any of
the undersigned’s responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file
Form 4, Form 5 or other reports with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this 25th day of
February, 2009.
/s/ Charles B. Edelstein
Signature