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* ABS CAPITAL PARTNERS IV LP (Last) (First) (Middle) 400 EAST PRATT STREET SUITE 910 (Street) BALTIMORE MD 21202-3116 (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		6,292,759	A	$0(1)	6,294,277	D
Common Stock, par value $.01	11/14/2007		C		210,694	A	$0(1)	210,749	I(2)	By ABS Capital Partners IV-A, LP
Common Stock, par value $.01	11/14/2007		C		361,394	A	$0(1)	361,482	I(2)	By ABS Capital Partners Offshore, LP
Common Stock, par value $.01	11/14/2007		C		246,389	A	$0(1)	246,444	I(2)	By ABS Capital Partners IV Special Offshore, LP

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			6,292,759	(1)	(1)	Common stock	6,292,759	$0	0	D
Class A Common Stock, par value $.01	(1)	11/14/2007		C			210,694	(1)	(1)	Common stock	210,694	$0	0	I(2)	By ABS Capital Partners IV-A, LP
Class A Common Stock, par value $.01	(1)	11/14/2007		C			361,394	(1)	(1)	Common stock	361,394	$0	0	I(2)	By ABS Capital Partners IV Offshore, LP
Class A Common Stock, par value $.01	(1)	11/14/2007		C			246,389	(1)	(1)	Common stock	246,389	$0	0	I(2)	By ABS Capital Partners IV Special Offshores, LP

1. Name and Address of Reporting Person* ABS CAPITAL PARTNERS IV LP (Last) (First) (Middle) 400 EAST PRATT STREET SUITE 910 (Street) BALTIMORE MD 21202-3116 (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* ABS CAPITAL PARTNERS IV A LP (Last) (First) (Middle) 400 EAST PRATT STREET SUITE 910 (Street) BALTIMORE MD 21202-3116 (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* ABS CAPITAL PARTNERS IV OFFSHORE LP (Last) (First) (Middle) 400 EAST PRATT STREET SUITE 910 (Street) BALTIMORE MD 21202-3116 (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* ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE LP (Last) (First) (Middle) 400 EAST PRATT STREET SUITE 910 (Street) BALTIMORE MD 21202-3116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 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. ABS Partners IV L.L.C., as the general partner (the "General Partner") of ABS Capital Partners IV, LP, ABS Capital Partners IV-A, LP, ABS Capital IV Offshore, ABS Capital IV Special Offshore, LP (collectively, the "Funds"), and Donald B. Hebb, Jr., Phillip A. Clough, Timothy T. Weglicki, John D. Stobo, Jr., Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt, as the managers of the General Partner (the "Managers"), are indirect beneficial owners of the reported securities. The General Partner and each of the Managers disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. The General Partner of the Funds has voting and dispositive power over these shares.

Remarks:

This filing constitutes one of two related filings by the following joint reporting persons with respect to the securities of the issuer set forth hereon: ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV Offshore, L.P., ABS Capital Partners IV Special Offshore, L.P., ABS Partners IV, L.L.C., Donald B. Hebb, Jr., Phillip A. Clough, Timothy T. Weglicki, John D. Stobo, Jr., Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt. The Funds may each be deemed a director by deputization as a result of Phillip A. Clough and Timothy T. Weglicki, each a manager of the General Partner, serving on the board of directors of American Public Education, Inc.

	Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General	11/14/2007
	Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General	11/14/2007
	Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General	11/14/2007
	Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General	11/14/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.