0000921895-23-000871.txt : 20230410
0000921895-23-000871.hdr.sgml : 20230410
20230410192545
ACCESSION NUMBER: 0000921895-23-000871
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230328
FILED AS OF DATE: 20230410
DATE AS OF CHANGE: 20230410
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Braner Michael David
CENTRAL INDEX KEY: 0001908015
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33810
FILM NUMBER: 23812123
MAIL ADDRESS:
STREET 1: 200 PARK AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRIEDBERG DANIEL M.
CENTRAL INDEX KEY: 0001448795
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33810
FILM NUMBER: 23812121
MAIL ADDRESS:
STREET 1: C/O SAGARD CAPITAL
STREET 2: 325 GREENWICH AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: FRIEDBERG DANIEL
DATE OF NAME CHANGE: 20150622
FORMER NAME:
FORMER CONFORMED NAME: Friedberg Dan
DATE OF NAME CHANGE: 20081027
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 325 CAPITAL LLC
CENTRAL INDEX KEY: 0001873893
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33810
FILM NUMBER: 23812122
BUSINESS ADDRESS:
STREET 1: 757 THIRD AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-376-5325
MAIL ADDRESS:
STREET 1: 757 THIRD AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 325 Master Fund LP
CENTRAL INDEX KEY: 0001972759
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33810
FILM NUMBER: 23812119
BUSINESS ADDRESS:
STREET 1: 757 THIRD AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-376-5325
MAIL ADDRESS:
STREET 1: 757 THIRD AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shrivastava Anil K
CENTRAL INDEX KEY: 0001908019
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33810
FILM NUMBER: 23812120
MAIL ADDRESS:
STREET 1: 200 PARK AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 325 Capital GP, LLC
CENTRAL INDEX KEY: 0001972758
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33810
FILM NUMBER: 23812118
BUSINESS ADDRESS:
STREET 1: 757 THIRD AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-376-5325
MAIL ADDRESS:
STREET 1: 757 THIRD AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 111 W CONGRESS STREET
CITY: CHARLES TOWN
STATE: WV
ZIP: 25414
BUSINESS PHONE: (304) 724-3700
MAIL ADDRESS:
STREET 1: 111 W CONGRESS STREET
CITY: CHARLES TOWN
STATE: WV
ZIP: 25414
4/A
1
form4a13281003_04102023.xml
OWNERSHIP DOCUMENT
X0407
4/A
2023-03-28
2023-03-31
0
0001201792
AMERICAN PUBLIC EDUCATION INC
APEI
0001908015
Braner Michael David
757 THIRD AVENUE
20TH FLOOR
NEW YORK
NY
10017
1
0
0
1
See Footnotes
0001873893
325 CAPITAL LLC
757 THIRD AVENUE
20TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnotes
0001448795
FRIEDBERG DANIEL M.
757 THIRD AVENUE
20TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnotes
0001908019
Shrivastava Anil K
757 THIRD AVENUE
20TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnotes
0001972759
325 Master Fund LP
757 THIRD AVENUE
20TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnotes
0001972758
325 Capital GP, LLC
757 THIRD AVENUE
20TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnotes
0
Common Stock, par value $0.01
2023-03-28
4
A
0
2405
A
2405
D
Common Stock, $0.01 par value
227128
I
By: 325 Capital Master Fund LP
Common Stock, $0.01 par value
941301
I
By: 325 Capital LLC
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.
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.
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.
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.
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.
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.
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
2023-04-10
325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member
2023-04-10
/s/ Daniel M. Friedberg
2023-04-10
/s/ Anil Shrivastava
2023-04-10
325 Capital Master Fund LP, By: 325 Capital GP, LLC, its General Partner, /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member
2023-04-10
325 Capital GP, LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member
2023-04-10