Wendolowski Gerard Form 4 ASPEN / Gerard Wendolowski 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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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^*

Wendolowski Gerard

(Last) (First) (Middle)

276 FIFTH AVENUE

SUITE 505

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2020

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(1)	05/01/2020		M		30,320	A	$2.016	48,191	D
Common Stock(1)(2)	05/01/2020		S		30,320	D	$7.3321(3)	17,871	D
Common Stock(1)	05/04/2020		M		16,821	A	$2.016	34,692	D
Common Stock(1)(2)	05/04/2020		S		16,821	D	$6.9021(4)	17,871	D
Common Stock(1)	05/05/2020		M		11,193	A	$2.016	29,064	D
Common Stock(1)(2)	05/05/2020		S		11,193	D	$7.1975(5)	17,871	D

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)	$2.016	05/01/2020		M			30,320	06/08/2015	06/08/2020	Common Stock	30,320	$0	0	D
Stock Options (Right to Buy)	$2.016	05/04/2020		M			16,821	06/08/2015	06/08/2020	Common Stock	16,821	$0	0	D
Stock Options (Right to Buy)	$2.016	05/05/2020		M			11,193	06/08/2015	06/08/2020	Common Stock	11,193	$0	0	D

Explanation of Responses:

1. The stock option exercise and the sales reported on this Form 4 were affected by a broker-dealer pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person during an open window period. The exercise exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-6.

2. The shares were sold in part to pay the exercise price and federal, state and local income taxes incurred from the exercise of stock options previously granted.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $6.91 to $7.63, inclusive. The Reporting Person undertakes to provide to Aspen Group, Inc., any security holder of Aspen Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $6.76 to $7.00, inclusive. The Reporting Person undertakes to provide to Aspen Group, Inc., any security holder of Aspen Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $6.98 to $7.35, inclusive. The Reporting Person undertakes to provide to Aspen Group, Inc., any security holder of Aspen Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.

	/s/ Gerard Wendolowski	05/05/2020
	** Signature of Reporting Person	Date
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