Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 26, 2012



Apollo Group, Inc.

(Exact name of registrant as specified in its charter)




Arizona   0-25232   86-0419443

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

4025 S. Riverpoint Parkway, Phoenix,




(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (480) 966-5394

Former name or former address, if changed since last report



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Section 8 – Other Events

Item 8.01 Other Events.

On January 26, 2012, Apollo Group, Inc. (the “Company”) announced that Dr. John G. Sperling, the Executive Chairman of the Company’s Board of Directors, and Peter V. Sperling, the Vice Chairman of the Company’s Board of Directors, had each adopted prearranged stock trading plans in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies with respect to insider sales. The plans, which include the sale of shares acquired upon the exercise of stock options, will expire on June 30, 2013.

Rule 10b5-1 permits officers and directors of public companies to adopt predetermined plans for selling specified amounts of stock. Once a plan is established, the insider retains no discretion over sales under the plan and the prearranged trades are executed through a broker in accordance with the plan. The transactions under the plans will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission.

The information in Item 8.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Apollo Group, Inc.
January 26, 2012     By:  

/s/ Brian L. Swartz

      Name: Brian L. Swartz
      Title: Senior Vice President and Chief Financial Officer