Aspen (ASPU) Form 4 ASPEN / Ricky D Solomon ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Solomon Ricky D

(Last) (First) (Middle)

276 FIFTH AVENUE

SUITE 306

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASPEN GROUP, INC. [ ASPU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	01/10/2019		M		6,771	A	$1.86	116,421	D
Common Stock	01/10/2019		M		8,334	A	$2.4	124,755	D
Common Stock	01/10/2019		M		8,334	A	$2.4312	133,089	D
Common Stock	01/10/2019		F		10,529	D	$5.02	122,560	D
Common Stock	01/10/2019		S		2,000	D	$5.15	120,560	D
Common Stock	01/10/2019		M		87,719	A	$2.28	208,279	D
Common Stock	01/10/2019		M		21,930	A	$2.28	230,209	D
Common Stock	01/10/2019		F		48,467	D	$5.158	181,742	D
Common Stock	01/11/2019		S		2,400	D	$5.0126	179,342	D
Common Stock	01/09/2019		S		6,000	D	$5.053	9,000	I	Held in IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Options (Right to Buy)(1)	$1.86	01/10/2019		M			6,771	09/04/2014	09/04/2019	Common Stock	6,771	$0	0	D
Stock Options (Right to Buy)(1)	$2.4	01/10/2019		M			8,334	09/16/2014	09/16/2019	Common Stock	8,334	$0	0	D
Stock Options (Right to Buy)(1)	$2.4312	01/10/2019		M			8,334	12/11/2014	12/11/2019	Common Stock	8,334	$0	0	D
Warrants(2)	$2.28	01/10/2019		M			87,719	03/10/2014	03/10/2019	Common Stock	87,719	$0	0	D
Warrants(2)	$2.28	01/10/2019		M			21,930	06/24/2014	06/24/2019	Common Stock	21,930	$0	0	D

Explanation of Responses:

1. The Reporting Person cashlessly exercised the stock options which were expiring in 2019. The exercise of the stock options was exempt under Rule 16b-6 and the disposition of shares to the Issuer was pre-approved in advance by the Issuer's Board of Directors as required by Rule 16b-3.

2. The Reporting Person cashlessly exercised warrants which were expiring in 2019. The exercise of the warrants was exempt under Rule 16b-6 and the disposition of shares to the Issuer was pre-approved in advance by the Issuer's Board of Directors as required by Rule 16b-3.

	/s/ Rick D. Solomon	01/14/2019
	** 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).
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