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SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
Entire Document
 


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our Class A Common Stock as of October 31, 2013, by each person known to us to own more than 5% of our Class B Common Stock, each director, each named executive officer and all directors and executive officers as a group. Except as otherwise indicated, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares, except to the extent that authority is shared by spouses under applicable law or as otherwise noted below.
 
 
Apollo Education Group
Class A Common Stock
 
Apollo Education Group
Class B Common Stock
Beneficial Owner
 
Number of
Shares Owned
 
Percent of
Class Owned
 
Number of
Shares Owned
 
Percent of
Class Owned
Directors and Officers:
 
 
 
 
 
 
 
 
Dr. John G. Sperling
 
10,138,330

(1)
9.0
%
 
243,081

(17)
51.2
%
Peter V. Sperling
 
4,340,399

(2)
3.8
%
 
232,068

(18)
48.8
%
Gregory W. Cappelli
 
453,218

(3)
*

 
 
 
 
Joseph L. D’Amico
 
269,904

(4)
*

 
 
 
 
Brian L. Swartz
 
120,763

(5)
*

 
 
 
 
Terri C. Bishop
 
118,956

(6)
*

 
 
 
 
Sean B.W. Martin
 
70,552

(7)
*

 
 
 
 
Dr. Roy A. Herberger, Jr.
 
52,835

(8)
*

 
 
 
 
Dr. Ann Kirschner
 
41,688

(9)
*

 
 
 
 
Manuel F. Rivelo
 
35,439

(10)
*

 
 
 
 
Darby E. Shupp
 
20,909

(11)
*

 
 
 
 
Robert S. Murley
 
16,893

(12)
*

 
 
 
 
Richard H. Dozer
 
13,754

(13)
*

 
 
 
 
Allen R. Weiss
 
12,501

(14)
*

 
 
 
 
Matthew Carter, Jr.
 
9,078

(15)
*

 
 
 
 
All Executive Officers and Directors (20 persons)
 
15,092,923

(16)
13.2
%
 
 
 
 
Total Shares Outstanding
 
113,004,341

 
100.0
%
 
475,149

 
100.0
%
*    Represents beneficial ownership of less than 1%.
(1)
Includes (a) 800,000 shares held by the John Sperling 1994 Irrevocable Trust, for which Dr. Sperling and Mr. Sperling are the co-trustees (also included in the shares being reported as beneficially owned by Mr. Sperling); (b) 1,181,036 shares held by The Aurora Foundation, for which Dr. Sperling is the trustee; (c) 7,871,286 shares held by the John Sperling Revocable Trust, for which Dr. Sperling is the trustee; (d) 243,080 shares that the John Sperling Voting Stock Trust has the right to acquire at any time, subject to certain limitations under the Shareholder Agreement as amended, upon conversion of its Class B Common Stock, for which Dr. Sperling is the sole trustee; and (e) one share that Dr. Sperling has the right to acquire at any time upon conversion of his share of Class B Common Stock. Of the shares currently directly and indirectly owned by Dr. Sperling, 2,169,691 shares are pledged as security for various obligations of Dr. Sperling.
(2)
Includes (a) 800,000 shares held by the John Sperling 1994 Irrevocable Trust, for which Dr. Sperling and Mr. Sperling are the co-trustees (also included in the shares being reported as beneficially owned by Dr. Sperling); (b) 551,156 shares held by the Peter V. Sperling Revocable Trust, for which Mr. Sperling is the trustee; (c) 124,167 shares that Mr. Sperling has the right to acquire within 60 days of the date of the table set forth above; (d) 232,067 shares that the Peter Sperling Voting Stock Trust has the right to acquire at any time, subject to certain limitations under the Shareholder Agreement as amended, upon conversion of its Class B Common Stock, for which Mr. Sperling is the trustee; and (e) one share that Mr. Sperling has the right to acquire at any time upon conversion of his share of Class B Common Stock. Of the shares currently directly and indirectly owned by Mr. Sperling, 2,749,431 shares are pledged as security for various obligations of Mr. Sperling.
(3)
Includes 237,887 shares that Mr. Cappelli has the right to acquire within 60 days of the date of the table set forth above.
(4)
Includes 141,743 shares that Mr. D’Amico has the right to acquire within 60 days of the date of the table set forth above.
(5)
Includes 70,179 shares that Mr. Swartz has the right to acquire within 60 days of the date of the table set forth above.
(6)
Includes 96,661 shares that Ms. Bishop has the right to acquire within 60 days of the date of the table set forth above.

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