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 *
Cappelli Gregory William
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2014
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 10/15/2014   A   1,601 (1) A $ 0 490,877 (2) (3) (4) D  
Class A Common Stock 10/15/2014   A   51 (5) A $ 0 503,738 (2) (3) (4) D  
Class A Common Stock 10/15/2014   F (6)   16,690 D $ 24.73 487,048 (2) (3) (4) D  
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 that vested pursuant to the performance share award made to the Reporting Person on July 6, 2011 in addition to the 21,066 target number of shares that were previously disclosed by the Reporting Person on the form 4 filed on July 8, 2011. A total of 22,667 performance shares were converted into shares of the Issuer's Class A common stock based on the increase in adjusted operating free cash flow of Apollo Global, Inc., the Issuer's subsidiary, over the specified performance period (September 1, 2011 to August 31, 2014).
2. Includes (i) 137,997 shares of the Issuer's Class A common stock subject to restricted stock units (RSUs) granted on August 12, 2014, (ii) 52 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2011, and (iii) 62,000 shares of the Issuer's Class A common stock subject to RSUs granted April 13, 2011. The 137,997 shares underlying the RSUs described in (i) above will be issued as those units vest (subject to 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 12, 2015, August 12, 2016 and August 12, 2017 vesting dates. (footnote continued below)
3. (continued from footnote 2 above) The 52 shares listed in (ii) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through April 13, 2015. The 62,000 shares listed in (iii) above will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through April 13, 2015. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer, and all of the RSUs are subject to service-vesting credits in the event the Reporting Person is terminated under certain specified circumstances during the service-vesting period.
4. Does not include 55,617 target shares of the Issuer's Class A common stock subject to the performance share award made to the Reporting Person on July 6, 2011. This award will not convert into any shares of the Issuer's Class A common stock based on the level of achievement of the applicable performance goals over the specified performance period.
5. Represents shares of the Issuer's Class A common stock that vested pursuant to the performance share award made to the Reporting Person on March 29, 2012 in addition to the 12,810 target number of shares that were previously disclosed by the Reporting Person on the form 4 filed on April 2, 2012. A total of 12,861 performance shares were converted into shares of the Issuer's Class A common stock based on the increase in adjusted operating free cash flow of Apollo Global, Inc., the Issuer's subsidiary, over the specified performance period (September 1, 2012 to August 31, 2014).
6. Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of performance share awards and the issuance of the underlying shares of the Issuer's Class A common stock.
By Gregory J. Iverson for Gregory W. Cappelli 10/17/2014
** Signature of Reporting Person Date
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