Michael D. Braner - May 19, 2023 Form 4 Insider Report for AMERICAN PUBLIC EDUCATION INC (APEI)

Signature
/s/ Michael D. Braner
Stock symbol
APEI
Transactions as of
May 19, 2023
Transactions value $
$0
Form type
4
Date filed
5/23/2023, 05:47 PM
Previous filing
May 19, 2023
Next filing
May 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APEI Common Stock, par value $0.01 Award $0 +12.7K +529.65% $0.00 15.1K May 19, 2023 Direct F1, F2, F3, F4
holding APEI Common Stock, par value $0.01 245K May 19, 2023 By: 325 Capital Master Fund LP F1, F5
holding APEI Common Stock, par value $0.01 1.02M May 19, 2023 By: 325 Capital LLC F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 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 Pursuant to the non-employee director compensation policy of American Public Education, Inc. (the "Issuer"), Mr. Braner received an annual award of restricted common stock of the Issuer having a value of $80,000 on the grant date. The shares vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer's 2024 Annual Meeting of Stockholders.
F3 Mr. Braner serves on the Board as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board position. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates.
F4 The securities described in footnote (2) represents securities in which 325 has all of the direct economic interest. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to beneficially own the securities owned directly by 325.
F5 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.
F6 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:

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.