0000921895-23-001364.txt : 20230525 0000921895-23-001364.hdr.sgml : 20230525 20230525171140 ACCESSION NUMBER: 0000921895-23-001364 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230523 FILED AS OF DATE: 20230525 DATE AS OF CHANGE: 20230525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Braner Michael David CENTRAL INDEX KEY: 0001908015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23961958 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIEDBERG DANIEL M. CENTRAL INDEX KEY: 0001448795 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23961956 MAIL ADDRESS: STREET 1: C/O SAGARD CAPITAL STREET 2: 325 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: FRIEDBERG DANIEL DATE OF NAME CHANGE: 20150622 FORMER NAME: FORMER CONFORMED NAME: Friedberg Dan DATE OF NAME CHANGE: 20081027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 325 CAPITAL LLC CENTRAL INDEX KEY: 0001873893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23961957 BUSINESS ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 325 Master Fund LP CENTRAL INDEX KEY: 0001972759 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23961954 BUSINESS ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shrivastava Anil K CENTRAL INDEX KEY: 0001908019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23961955 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 325 Capital GP, LLC CENTRAL INDEX KEY: 0001972758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 23961953 BUSINESS ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-376-5325 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PUBLIC EDUCATION INC CENTRAL INDEX KEY: 0001201792 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 010724376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 BUSINESS PHONE: (304) 724-3700 MAIL ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 4 1 form413281003_05252023.xml OWNERSHIP DOCUMENT X0407 4 2023-05-23 0 0001201792 AMERICAN PUBLIC EDUCATION INC APEI 0001908015 Braner Michael David 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 1 0 0 1 See Footnotes 0001873893 325 CAPITAL LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnotes 0001448795 FRIEDBERG DANIEL M. 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnotes 0001908019 Shrivastava Anil K 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnotes 0001972759 325 Master Fund LP 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnotes 0001972758 325 Capital GP, LLC 757 THIRD AVENUE 20TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnotes 0 Common Stock, par value $0.01 2023-05-23 4 A 0 442 6.22 A 245294 I By: 325 Capital Master Fund LP Common Stock, par value $0.01 2023-05-23 4 A 0 2058 6.22 A 1025879 I By: 325 Capital LLC Common Stock, par value $0.01 2023-05-24 4 A 0 2143 6.27 A 247437 I By: 325 Capital Master Fund LP Common Stock, par value $0.01 2023-05-24 4 A 0 9968 6.27 A 1035847 I By: 325 Capital LLC Common Stock, par value $0.01 15143 D This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund. Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325. Pursuant to the non-employee director compensation policy of American Public Education, Inc. (the "Issuer"), Mr. Braner received an annual award of restricted common stock of the Issuer having a value of $80,000 on the grant date. The shares vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer's 2024 Annual Meeting of Stockholders. Mr. Braner serves on the Board as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board position. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates. The securities described in footnote (4) represents securities in which 325 has all of the direct economic interest. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, 325 and Messrs. Braner, Friedberg and Shrivastava may be deemed to beneficially own the securities owned directly by 325. Mr. Braner, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Braner) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer. /s/ Michael D. Braner 2023-05-25 325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2023-05-25 /s/ Daniel M. Friedberg 2023-05-25 /s/ Anil Shrivastava 2023-05-25 325 Capital Master Fund LP, By: 325 Capital GP, LLC, its General Partner, /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2023-05-25 325 Capital GP, LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member 2023-05-25