Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
AMERICAN PUBLIC EDUCATION INC (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
02913V103 (CUSIP Number) |
Michael Braner 325 Capital LLC, 757 Third Avenue, 20th Floor New York, NY, 10017 646-774-2904 Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 02913V103 |
| 1 |
Name of reporting person
325 Capital Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
347,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 02913V103 |
| 1 |
Name of reporting person
325 Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
347,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 02913V103 |
| 1 |
Name of reporting person
325 CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,019,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 02913V103 |
| 1 |
Name of reporting person
Braner Michael David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,019,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 02913V103 |
| 1 |
Name of reporting person
FRIEDBERG DANIEL M. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,019,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 02913V103 |
| 1 |
Name of reporting person
Shrivastava Anil K | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,019,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent
of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
AMERICAN PUBLIC EDUCATION INC |
| (c) | Address of Issuer's Principal Executive Offices:
111 W CONGRESS STREET, CHARLES TOWN,
WEST VIRGINIA
, 25414. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price for the 347,498 Shares beneficially owned directly by 325 Master Fund is approximately $6,481,594 (exclusive of brokerage commissions and other costs of execution). The aggregate purchase price for the 1,019,556 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $29,674,578 (exclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the working capital of 325 Master Fund and the SMAs (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). In connection with the appointment of Mr. Braner to the Board, as further described in Item 4, Mr. Braner has been awarded certain shares of restricted common stock in connection with his service as a director of the Issuer (the "Restricted Stock"), including (a) 2,405 shares of Restricted Stock awarded on March 28, 2023 which vested on May 19, 2023, (b) 12,738 shares of Restricted Stock awarded on May 19, 2023, which vested on May 17, 2024, (c) 4,350 shares of Restricted Stock awarded on May 17, 2024 which vested on May 17, 2025 and (d) 3,752 shares of Restricted Stock awarded on May 17, 2024, which vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer's 2026 annual meeting of stockholders. Because Mr. Braner serves on the Board as a representative of 325 Master Fund and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such shares of Restricted Stock to Mr. Braner, 325 Master Fund was entitled to receive all of the economic interests in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board position, for no consideration. | |
| Item 4. | Purpose of Transaction |
The sales of Shares reported herein were undertaken for the purposes of effectuating a portfolio rebalancing and are not an indication of the Reporting Persons' view on the future prospects of the Issuer. The Issuer remains one of the largest positions in the Reporting Persons' portfolio. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows: As of the close of business on May 29, 2025, the Reporting Persons beneficially owned an aggregate of 1,019,556 Shares, which represented 5.7% of the outstanding Shares, based upon 18,039,666 Shares outstanding as of May 9, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025. The aggregate beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of the close of business on May 29, 2025. |
| (b) | Item 5(b) is hereby amended and restated to read as follows: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 1,019,556 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 1,019,556 The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons, including the 672,058 Shares held in the SMAs, the 347,498 Shares held by 325 Master Fund, the 23,245 Shares awarded to Mr. Braner in connection with his service on the Board, and the 3,752 Shares underlying certain shares of Restricted Stock awarded to Mr. Braner in connection with his service on the Board, which have voting rights but have not yet vested and will vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer's 2025 annual meeting of stockholders, as described in Item 3. |
| (c) | Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Persons in the last sixty days are set forth in Exhibit 1 attached hereto and are incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Securities |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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