X0202 3 2007-11-08 0 0001201792 AMERICAN PUBLIC EDUCATION INC APEI 0001365552 Camden Partners Strategic Manager, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001317017 Camden Partners Strategic III, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP 500 PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211905 BERKELEY RICHARD M C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001211913 JOHNSTON RICHARD M C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 1 0 Class A Common Stock, par value $.01 2005-08-02 Common Stock 1760000 I See Footnote 2 and Remarks The Class A Common Stock (the "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. Fund III is the direct beneficial owner of 1,689,776 Class A Common and Fund III-A is the direct beneficial owner of 70,224 Class A Common. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the Class A Common owned by the Funds as a result of the relationships described in the Remarks section. CPSM, CPS III and each of the Managing Members disclaims benefical ownership of the Class A Common held directly by the Funds, except to the extent of its or his pecuniary interest therein. Each of the Funds disclaims beneficial ownership of the Class A Common held by the other, except to the extent of its pecuniary interest therein. 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. This report is being filed by Camden Partners Strategic Manager, LLC, as the managing member of Camden Partners Strategic III, LLC. This report includes reports by members of Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. Thisreport is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A"), Donald W. Hughes, David L. Warnock, Richard Johnston and Richard Berkeley (the "Managing Members") (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. CPS III is the General Partner of Fund III and Fund III-A (such funds together, the "Funds"). /s/ Camden Partners Strategic Manager, LLC By Donald W. Hughes, Managing Member 2007-11-08 /s/ Camden Partners Strategic III, LLC, By Donald W. Hughes, Managing Member 2007-11-08 /s/ Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, its General Partner, By Camden Partners Strategic Manager, LLC, its Managing Member, By Donald W. Hughes, Managing Member 2007-11-08 /s/ Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, its General Partner, By Camden Partners Strategic Manager, LLC, its Managing Member, By Donald W. Hughes, Managing Member 2007-11-08 Richard M. Berkley, /s/ Donald W. Hughes, Attorney-in-Fact 2007-11-08 /s/ Donald W. Hughes 2007-11-08 Richard M. Johnston, /s/ Donald W. Hughes, Attorney-in-Fact 2007-11-08 David L. Warnock, /s/ Donald W. Hughes, Attorney-in-Fact 2007-11-08