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
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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)
02/19/2008
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 02/19/2008 S 750,000 D $33.5475 1,011,348 I See Footnote(s)(1)(2)
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
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. 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. This report 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 M. Johnston and Richard M. Berkeley (the "Managing Members") (collectively, the "Reporting Persons")...(continued onto Footnote 2)
2. (continued from Footnote 1)...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"). The Funds may each be deemed a director by deputization as a result of David L. Warnock, a managing member of CPSM, serving on the board of directors of American Public Education, Inc.
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. This report 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 M. Johnston and Richard M. 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"). The Funds may each be deemed a director by deputization as a result of David L. Warnock, a managing member of CPSM, serving on the board of directors of American Public Education, Inc.
/s/ Camden Partners Strategic III, LLC By Donald W. Hughes, Managing Member 02/21/2008
/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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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