0001062993-24-015421.txt : 20240820 0001062993-24-015421.hdr.sgml : 20240820 20240820160924 ACCESSION NUMBER: 0001062993-24-015421 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240816 FILED AS OF DATE: 20240820 DATE AS OF CHANGE: 20240820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Braner Michael David CENTRAL INDEX KEY: 0001908015 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 241225200 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 241225198 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 241225199 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 Capital Master Fund LP CENTRAL INDEX KEY: 0001972759 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 241225196 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 190 ELGIN AVENUE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 FORMER NAME: FORMER CONFORMED NAME: 325 Master Fund LP DATE OF NAME CHANGE: 20230406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shrivastava Anil K CENTRAL INDEX KEY: 0001908019 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 241225197 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 Capital GP, LLC CENTRAL INDEX KEY: 0001972758 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 241225195 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] ORGANIZATION NAME: 07 Trade & Services 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: 303 W.3RD. STREET CITY: RANSON STATE: WV ZIP: 25438 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-08-16 0001201792 AMERICAN PUBLIC EDUCATION INC APEI 0001908015 Braner Michael David 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 1 0 1 1 See Footnotes 0001873893 325 CAPITAL LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnotes 0001448795 FRIEDBERG DANIEL M. 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnotes 0001908019 Shrivastava Anil K 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnotes 0001972759 325 Capital 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 2024-08-16 4 P 0 3553 14.86 A 330635 I By: 325 Capital Master Fund LP Common Stock, par value $0.01 2024-08-16 4 P 0 30206 14.86 A 1688555 I By: 325 Capital LLC Common Stock, par value $0.01 2024-08-19 4 P 0 5550 14.55 A 336185 I By: 325 Capital Master Fund LP Common Stock, par value $0.01 2024-08-19 4 P 0 47183 14.55 A 1735738 I By: 325 Capital LLC Common Stock, par value $0.01 19493 D 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 D. Braner, a United States citizen, Daniel M. Friedberg, a United States citizen, and Anil K. Shrivastava, a United States citizen (each, a "Reporting Person," and 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 of the Securities Exchange Act of 1934, as amended ("Section 16") or for any other purpose. The price of $14.86 per share represents a weighted average of purchase prices ranging from $14.765 to $15.00 per share. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. 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 is a Managing Member 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 is a Managing Member of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325. The price of $14.55 per share represents a weighted average of purchase prices ranging from $14.42 to $14.73 per share. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. Mr. Braner serves on the Board of Directors of the Issuer (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 membership. 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. Mr. Braner, a Managing Member of 325, is a director of the Issuer. For purposes of Section 16, 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. /s/ Michael D. Braner 2024-08-20 325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2024-08-20 /s/ Daniel M. Friedberg 2024-08-20 /s/ Anil K. Shrivastava 2024-08-20 325 Capital Master Fund LP, By: 325 Capital GP, LLC, its General Partner, /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2024-08-20 325 Capital GP, LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2024-08-20