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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
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. 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)
Form filed by One Reporting Person
X 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 D(1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock, par value $.01 08/02/2005 (2) Common Stock 6,292,759 (3) D(1)
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
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. 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 disclaims 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 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 Gerneral Partner of ABS Capital Partners IV-A, L.P. 11/08/2007
Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C the General Partner of ABS Capital Partners IV, L.P. 11/08/2007
Donal B. Hebb, Managing Memeber of ABS Partners IV, L.L.C the General Partner of ABS Capital Partners IV Offshore, L.P. 11/08/2007
Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C the General Partner of ABS Capital Partners IV Special Offshore, L.P. 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).
** 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.