sc13gza

0000950133-09-000313.txt : 20090212 0000950133-09-000313.hdr.sgml : 20090212 20090212154645 ACCESSION NUMBER: 0000950133-09-000313 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND III, L.P. GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND III-A, L.P. GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC III, LLC GROUP MEMBERS: DAVID L. WARNOCK GROUP MEMBERS: DONALD W. HUGHES GROUP MEMBERS: RICHARD M. BERKELEY GROUP MEMBERS: RICHARD M. JOHNSTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PUBLIC EDUCATION INC CENTRAL INDEX KEY: 0001201792 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 010724376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83778 FILM NUMBER: 09594629 BUSINESS ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 BUSINESS PHONE: 3047243700 MAIL ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Camden Partners Strategic Manager, LLC CENTRAL INDEX KEY: 0001365552 IRS NUMBER: 341982328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-878-6800 MAIL ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G/A 1 w72718sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

American Public Education, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

02913V103

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		02913V103	13G	Page		2		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic Manager, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		02913V103	13G	Page		3		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic III, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		02913V103	13G	Page		4		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic Fund III, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		02913V103	13G	Page		5		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic Fund III-A, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		02913V103	13G	Page		6		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Richard M. Berkeley


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		02913V103	13G	Page		7		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Donald W. Hughes


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		02913V103	13G	Page		8		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). Richard M. Johnston


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		02913V103	13G	Page		9		of		12	Pages


1	NAMES OF REPORTING PERSONS. I.R.S. Identification No. of Above Persons (Entities Only). David L. Warnock


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			100,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			100,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	100,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.6%

12	TYPE OF REPORTING PERSON

	IN

Page 10 of 12 Pages

This Schedule 13G Amendment No. 1 (this “Amendment”) amends without restating the Schedule 13G filed February 14, 2008 (the “Original 13G”). Except as specifically amended below, the Original 13G shall remain as such were in effect immediately prior to this Amendment. Capitalized terms not defined in this Amendment shall have their respective meanings as set forth in the Original 13G.

Item 4. Ownership:

The third paragraph of Item 4(a) is hereby deleted and replaced in its entirety by the following:

Fund III is the holder of record of 96,010 shares of the Issuer’s Common Stock. Fund III-A is the holder of record of 3,990 shares of the Issuer’s Common Stock. Collectively, the Funds hold 100,000 shares of the Issuer’s Common Stock.

Item 4(b) and 4(c) are hereby deleted and replaced in their entirety by the following:

(b) Percent of class: All calculations of beneficial ownership percentages are based on the Issuer’s report of having 17,951,839 shares of Common Stock issued and outstanding as of November 1, 2008, in the Issuer’s Form 10-Q filed on November 12, 2008. The percentages of beneficial ownership reported herein reflect the beneficial ownership if each of the Reporting Persons is deemed to be the beneficial owner of all of the shares of the Issuer’s Common Stock held of record by the Funds.


CPS III	0.6	%
CPSM	0.6	%
Fund III	0.6	%
Fund III-A	0.6	%
Berkeley	0.6	%
Hughes	0.6	%
Johnston	0.6	%
Warnock	0.6	%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote


CPS III			0
CPSM			0
Fund III			0
Fund III-A			0
Berkeley			0

Page 11 of 12 Pages


Hughes			0
Johnston			0
Warnock			0
(ii) Shared power to vote or to direct the vote
CPS III			100,000
CPSM			100,000
Fund III			100,000
Fund III-A			100,000
Berkeley			100,000
Hughes			100,000
Johnston			100,000
Warnock			100,000
(iii) Sole power to dispose or to direct the disposition of
CPS III			0
CPSM			0
Fund III			0
Fund III-A			0
Berkeley			0
Hughes			0
Johnston			0
Warnock			0
(iv) Shared power to dispose or to direct the disposition of
CPS III			100,000
CPSM			100,000
Fund III			100,000
Fund III-A			100,000
Berkeley			100,000
Hughes			100,000
Johnston			100,000
Warnock			100,000

Page 12 of 12 Pages

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Exhibits

Exhibit 1 – Agreement regarding filing of joint Schedule 13G (attached).

Exhibit 2 – Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 3 – Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 4 – Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13D/A filed with respect to Concorde Career Colleges, Inc. on February 25, 2003, incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2009


		Camden Partners Strategic Fund III, L.P.

		By:		Camden Partners Strategic III, LLC, its sole general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic Fund III-A, L.P.

		By:		Camden Partners Strategic III, LLC, its sole general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic III, LLC

		By:		Camden Partners Strategic Manager, LLC, its sole manager

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member


		Camden Partners Strategic Manager, LLC

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Richard M. Berkeley

		/s/ Donald W. Hughes, Attorney-in-Fact


		Donald W. Hughes

		/s/ Donald W. Hughes


		Richard M. Johnston

		/s/ Donald W. Hughes, Attorney-in-Fact


		David L. Warnock

		/s/ Donald W. Hughes, Attorney-in-Fact

EX-99.1 2 w72718exv99w1.htm EXHIBIT 1 exv99w1

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: February 12, 2009


		Camden Partners Strategic Fund III, L.P.

		By:		Camden Partners Strategic III, LLC, its general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic Fund III-A, L.P.

		By:		Camden Partners Strategic III, LLC, its general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member


		Camden Partners Strategic III, LLC

		By:		Camden Partners Strategic Manager, LLC, its sole manager

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic Manager, LLC

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Richard M. Berkeley

		/s/ Donald W. Hughes, Attorney-in-Fact


		Donald W. Hughes

		/s/ Donald W. Hughes


		Richard M. Johnston

		/s/ Donald W. Hughes, Attorney-in-Fact


		David L. Warnock

		/s/ Donald W. Hughes, Attorney-in-Fact