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 PARTNERS IV LLC (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) 08/21/2008
	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	08/21/2008		J(1)		353,961	D	(1)	3,728,057	I(2)	ABS Capital Partners IV, L.P.
Common Stock, par value $.01	08/21/2008		J(1)		11,852	D	(1)	124,825	I(2)	ABS Capital Partners IV-A, L.P.
Common Stock, par value $.01	08/21/2008		J(1)		20,328	D	(1)	214,103	I(2)	ABS Capital Partners IV Offshore, L.P.
Common Stock, par value $.01	08/21/2008		J(1)		13,859	D	(1)	145,967	I(2)	ABS Capital Partners IV Special Offshore, L.P.
Common Stock, par value $.01	08/21/2008		J(1)		91,361	A	(1)	91,361	D(3)
Common Stock, par value $.01								5,530	I	See Footnote 4 and Footnote 5(4)(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

1. Name and Address of Reporting Person* ABS PARTNERS IV LLC (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* CLOUGH PHILLIP A (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* WEGLICKI TIMOTHY T (Last) (First) (Middle) 400 EAST PRATT STREET SUITE 910 (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)

Explanation of Responses:

1. Pro rata distribution to the respective partners of the Funds (as defined below), for each of which ABS Partners IV, L.L.C. is the general partner (the "General Partner").

2. The General Partner is the general partner of ABS Capital Partners IV, LP, ABS Capital Partners IV-A, LP, ABS Capital IV Offshore, LP, ABS Capital IV Special Offshore, LP (collectively, the "Funds"), and Phillip A. Clough and Timothy T. Weglicki are managing members of the General Partner (the "Managers"). The General Partner and the Managers are reporting the indirect beneficial ownership of the reported securities. The General Partner and each of the Managers disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. The General Partner of the Funds has voting and dispositive power over these shares.

3. Shares acquired in pro rata distribution by the Funds.

4. Phillip A. Clough and Timothy T. Weglicki each hold 2,765 shares, which include Restricted Stock Awards to each of them of 933 shares granted pursuant to the directors' compensation policy for non-employee directors of American Public Education, Inc. (the "Company"). The Company's compensation committee annually grants each non-employee director an award of restricted common stock of the Company having a value of $36,750 on the date of grant. The shares vest on the earlier of the one year anniversary of the date of grant and immediately prior to the 2009 annual meeting of stockholders. Continued on Footnote 5.

5. Continued from Footnote 4. The General Partner is an indirect beneficial owner of the shares owned by Messrs. Clough and Weglicki and disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. Mr. Clough is an indirect beneficial owner of the shares owned by Mr. Weglicki and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Mr. Weglicki is an indirect beneficial owner of the shares owned by Mr. Clough and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

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., Phillip A. Clough, and Timothy T. Weglicki. 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.

	ABS Partners IV, L.L.C., by Donald B. Hebb, Jr., Managing Member	08/25/2008
	Phillip A. Clough	08/25/2008
	Timothy T. Weglicki	08/25/2008
	** Signature of Reporting Person	Date
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