SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WEGLICKI TIMOTHY T

(Last)

(First)

(Middle)

400 EAST PRATT STREET

SUITE 910

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2007

3. Issuer Name and Ticker or Trading Symbol
AMERICAN PUBLIC EDUCATION INC [ APEI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01	1,518	I⁽¹⁾	By ABS Capital Partners IV, LP
Common Stock, par value $.01	55	I⁽¹⁾	By ABS Capital Partners IV-A, LP
Common Stock, par value $.01	88	I⁽¹⁾	By ABS Capital Partners IV Offshore, LP
Common Stock, par value $.01	55	I⁽¹⁾	By ABS Capital Partners IV Special Offshore, LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $.01	08/02/2005	⁽²⁾	Common Stock	6,292,759	⁽³⁾	I⁽¹⁾	By ABS Capital Partners IV, LP
Class A Common Stock, par value $.01	08/02/2005	⁽²⁾	Common Stock	210,694	⁽³⁾	I⁽¹⁾	By ABS Capital Partners IV-A, LP
Class A Common Stock, par value $.01	08/02/2005	⁽²⁾	Common Stock	361,394	⁽³⁾	I⁽¹⁾	By ABS Capital Partners IV Offshore, LP
Class A Common Stock, par value $.01	08/02/2005	⁽²⁾	Common Stock	246,389	⁽³⁾	I⁽¹⁾	By ABS Capital Partners IV Special Offshore, LP

Explanation of Responses:

1. Timothy T. Weglicki, together with Donald B. Hebb, Jr., Phillip A. Clough, John D. Stobo, Jr., Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt, as the managers (the "Managers") of ABS Partners IV L.L.C., 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"), is an indirect beneficial owner of the reported securities. Mr. Weglicki, the General Partner and each of the other 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.

2. The Class A Common Stock ("Class A Common") has no expiration date and will convert into Common Stock in connection with the closing of the initial public offering of the issuer.

3. The Class A Common is convertible into Common Stock on a one-for-one basis but is subject to anti-dilution adjustments as set forth in the Issuer's Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on October 31, 2005.

Remarks:

This filing constitutes one of four 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.

	Timothy T. Weglicki	11/08/2007
	** 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 5 (b)(v).
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