Michael D. Braner - Mar 28, 2023 Form 3/A - Amendment Insider Report for AMERICAN PUBLIC EDUCATION INC (APEI)

Role
Director, Other*
Signature
/s/ Michael D. Braner
Stock symbol
APEI
Transactions as of
Mar 28, 2023
Transactions value $
$0
Form type
3/A - Amendment
Date filed
4/10/2023, 07:22 PM
Date Of Original Report
Mar 31, 2023
Next filing
May 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding APEI Common Stock, $0.01 par value 227K Mar 28, 2023 By: 325 Capital Master Fund LP F1, F2
holding APEI Common Stock, $0.01 par value 941K Mar 28, 2023 By: 325 Capital LLC F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2 Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
F3 Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

Remarks:

The Form 3 filed on March 31, 2023 was filed under the correct names of Mr. Braner, 325, Mr. Friedberg, and Mr. Shrivastava but was filed without the EDGAR filing credentials for Reporting Persons 325 Master Fund and 325 Capital GP. This amendment correctly discloses 325 Master Fund and 325 Capital GP as Reporting Persons and otherwise does not change any other information set forth in the original Form 3. Mr. Braner, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Braner) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.