FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BISHOP TERRI C 		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)
Vice Chairman
(Last)          (First)          (Middle)

4025 S. RIVERPOINT PKWY 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2017
(Street)

PHOENIX, AZ 85040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/1/2017     D (1)    60033   (1) D (1) $10   (1) 0   D    
Class A Common Stock   2/1/2017     D (1)    45448   (1) D (1) $10   (1) 0   I   Tom & Terri Bishop, TTEES Bishop Family Living Trust Dtd 2/24/99 Rstd 7/11/03   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Non-Qualified Stock Option (right to buy)   $47.47   2/1/2017     D   (1)       8736   (1)     (1) 7/5/2017   (1) Class A Common Stock   8736.0     (1) 0   D    
Non-Qualified Stock Option (right to buy)   $36.34   2/1/2017     D   (1)       560   (1)     (1) 7/1/2018   (1) Class A Common Stock   560.0     (1) 0   D    
Non-Qualified Stock Option (right to buy)   $20.06   2/1/2017     D   (1)       17436   (1)     (1) 8/12/2019   (1) Class A Common Stock   17436.0     (1) 0   D    
Non-Qualified Stock Option (right to buy)   $26.74   2/1/2017     D   (1)       15584   (1)     (1) 8/11/2020   (1) Class A Common Stock   15584.0     (1) 0   D    
Non-Qualified Stock Option (right to buy)   $12.41   2/1/2017     D   (1)       32152   (1)     (1) 8/11/2021   (1) Class A Common Stock   32152.0     (1) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2016, as amended, among Apollo Education Group, Inc., AP VIII Queso Holdings, L.P., and Socrates Merger Sub, Inc., outstanding shares of the Issuer's Class A and Class B common stock were converted into a right to receive a cash payment of $10.00 per share (the "Merger Consideration"). Upon consummation of the merger and in accordance with their terms, (i) restricted stock units automatically vested and were converted into the right to receive the Merger Consideration, without interest and less any required withholding taxes, and (ii) stock options automatically vested and were cancelled for no consideration or payment because their exercise prices exceeded the Merger Consideration.
( 2)  By self as co-trustee and beneficiary of the Tom & Terri Bishop, TTEES Bishop Family Living Trust dated February 24, 1999.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BISHOP TERRI C
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X
Vice Chairman

Signatures
By Gregory J. Iverson for Terri C. Bishop 2/2/2017
** 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 control number.
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