Michael David Braner Form 4/A AMERICAN PUBLIC EDUCATION / Michael David Braner 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^*

Braner Michael David

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN PUBLIC EDUCATION INC [ APEI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/31/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01(1)	03/28/2023		A(2)(4)		2,405	A	(2)(4)	2,405(3)(4)	D
Common Stock, $0.01 par value								227,128	I	By: 325 Capital Master Fund LP(5)
Common Stock, $0.01 par value								941,301	I	By: 325 Capital LLC(6)

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

1. Name and Address of Reporting Person^*

Braner Michael David

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

325 CAPITAL LLC

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRIEDBERG DANIEL M.

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shrivastava Anil K

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

325 Master Fund LP

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

325 Capital GP, LLC

(Last) (First) (Middle)

757 THIRD AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Shares of restricted stock granted pursuant to the director compensation policy for non-employee directors of American Public Education, Inc. (the "Issuer"). The shares vest on the earlier of May 20, 2023 and immediately prior to the Company's 2023 Annual Meeting of Stockholders.

3. Because 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.

4. The securities described in footnotes (2) and (3) represent 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.

5. 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.

6. 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 4 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 4. 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.

	/s/ Michael D. Braner	04/10/2023
	325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	04/10/2023
	/s/ Daniel M. Friedberg	04/10/2023
	/s/ Anil Shrivastava	04/10/2023
	325 Capital Master Fund LP, By: 325 Capital GP, LLC, its General Partner, /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	04/10/2023
	325 Capital GP, LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member	04/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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