0001193805-23-000417.txt : 20230331 0001193805-23-000417.hdr.sgml : 20230331 20230331113919 ACCESSION NUMBER: 0001193805-23-000417 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230328 FILED AS OF DATE: 20230331 DATE AS OF CHANGE: 20230331 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23785071 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: FRIEDBERG DANIEL M. CENTRAL INDEX KEY: 0001448795 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23785070 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: Shrivastava Anil K CENTRAL INDEX KEY: 0001908019 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23785069 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: Braner Michael David CENTRAL INDEX KEY: 0001908015 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23785072 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 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 3 1 e618421_3-apei.xml X0206 3 2023-03-28 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 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 3 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. 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. 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 2023-03-31 325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2023-03-31 /s/ Daniel M. Friedberg 2023-03-31 /s/ Anil Shrivastava 2023-03-31