Michael D. Braner - Aug 27, 2024 Form 4 Insider Report for AMERICAN PUBLIC EDUCATION INC (APEI)

Signature
/s/ Michael D. Braner
Stock symbol
APEI
Transactions as of
Aug 27, 2024
Transactions value $
$617,777
Form type
4
Date filed
8/29/2024, 04:10 PM
Previous filing
Aug 29, 2024
Next filing
Aug 30, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APEI Common Stock, par value $0.01 Purchase $296K +18.4K +1% $16.03 1.86M Aug 27, 2024 By: 325 Capital LLC F1, F2, F3
transaction APEI Common Stock, par value $0.01 Purchase $322K +20K +1.07% $16.11 1.88M Aug 28, 2024 By: 325 Capital LLC F1, F3, F4
holding APEI Common Stock, par value $0.01 347K Aug 27, 2024 By: 325 Capital Master Fund LP F1, F5
holding APEI Common Stock, par value $0.01 19.5K Aug 27, 2024 Direct 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 D. Braner, a United States citizen, Daniel M. Friedberg, a United States citizen, and Anil K. Shrivastava, a United States citizen (each, a "Reporting Person," and 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 of the Securities Exchange Act of 1934, as amended ("Section 16") or for any other purpose.
F2 The price of $16.03 per share represents a weighted average of purchase prices ranging from $15.92 to $16.15 per share. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.
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 is a Managing Member of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.
F4 The price of $16.11 per share represents a weighted average of purchase prices ranging from $15.28 to $16.53 per share. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.
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 is a Managing Member 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 Mr. Braner serves on the Board of Directors of the Issuer (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 membership. 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.

Remarks:

Mr. Braner, a Managing Member of 325, is a director of the Issuer. For purposes of Section 16, 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.