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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Camden Partners Strategic Manager, LLC (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 $.01	11/14/2007		C		1,760,000	A	(1)	1,760,000	I(2)	See Footnote 2
Common Stock, par value $.01	11/14/2007		A		1,148(3)	A	$0.00(4)	1,761,148	I(5)	See Footnote 5

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
Class A Common Stock, par value $.01	(1)	11/14/2007		C			1,760,000	(1)	(1)	Common Stock	1,760,000	$0.00	0	I(2)	See Footnote 2

1. Name and Address of Reporting Person* Camden Partners Strategic Manager, LLC (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Camden Partners Strategic III, LLC (Last) (First) (Middle) 500 EAST PRATT STREET, SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND III LP (Last) (First) (Middle) 500 EAST PRATT STREET, SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Managing Member

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND III-A LP (Last) (First) (Middle) 500 EAST PRATT STREET, SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Managing Member

1. Name and Address of Reporting Person* BERKELEY RICHARD M (Last) (First) (Middle) C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) n/a

1. Name and Address of Reporting Person* HUGHES DONALD W (Last) (First) (Middle) C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) n/a

1. Name and Address of Reporting Person* JOHNSTON RICHARD M (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) n/a

1. Name and Address of Reporting Person* WARNOCK DAVID L (Last) (First) (Middle) 500 EAST PRATT STREET, SUITE (Street) BALTIMORE MD 25414 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Class A Common Stock ("Class A Common") converted into American Public Education, Inc. common stock on a 1-for-1 basis and had no expiration date.

2. Fund III is the direct beneficial owner of 1,689,776 Class A Common and Fund III-A is the direct beneficial owner of 70,224 Class A Common. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the Class A Common owned by the Funds as a result of the relationships described in the Remarks section. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the Class A Common held directly by the Funds, except to the extent of its or his pecuniary interest therein. Each of the Funds disclaims beneficial ownership of the Class A Common held by the other, except to the extent of its pecuniary interest therein.

3. Awards vest on the earlier of the one year anniversary of the date of grant and immediately prior to the 2008 Annual Meeting of stockholders.

4. Restricted Stock Award to David A. Warnock pursuant to the American Public Education, Inc. 2007 Omnibus Incentive Plan.

5. Consists of 1,689,776 shares owned by Fund III, 70,224 shares owned by Fund III-A, and 1,148 shares owned by David A. Warnock. The Funds, CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the shares owned by David A. Warnock, except to the extent of its or his pecuniary interest therein.

Remarks:

This report is being filed by Camden Partners Strategic Manager, LLC, as the managing member of Camden Partners Strategic III, LLC. This report includes reports by members of Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. Thisreport is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A"), Donald W. Hughes, David L. Warnock, Richard Johnston and Richard Berkeley (the "Managing Members") (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. CPS III is the General Partner of Fund III and Fund III-A (such funds together, the "Funds"). David L. Warnock is a director of the issuer.

	/s/ Camden Partners Strategic III, LLC By Donald W. Hughes, Managing Member	11/16/2007
	/s/ Camden Partners Strategic III, LLC, By Donald W. Hughes, Managing Member	11/16/2007
	/s/ Camden Partners Strategic Fund III, LP By Camden Partners Strategic III, LLC, its General Partner By Camden Partners Strategic Manager, LLC, its Managing Member By Donald W. Hughes, Managing Member	11/16/2007
	/s/ Camden Partners Strategic Fund III-A, LP By Camden Partners Strategic III, LLC, its General Partner By Camden Partners Strategic Manager, LLC, it's Managing Member By Donald W. Hughes, Managing Member	11/16/2007
	/s/ Donald W. Hughes, Attorney-in-Fact	11/16/2007
	/s/ Donald W. Hughes	11/16/2007
	/s/ Donald W. Hughes, Attorney-in-Fact	11/16/2007
	/s/ Donald W. Hughes, Attorney-in-Fact	11/16/2007
	** Signature of Reporting Person	Date
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