325 Capital Ups Stake in American Public Education

Ticker: APEI · Form: SC 13D/A · Filed: Aug 14, 2024 · CIK: 1201792

Sentiment: neutral

Topics: ownership-change, schedule-13d, investment-firm

Related Tickers: APEI

TL;DR

325 Capital now owns 10.1% of APEI after filing an amendment. 👀

AI Summary

On August 14, 2024, 325 Capital LLC filed an amendment (Amendment No. 2) to its Schedule 13D regarding American Public Education, Inc. The filing indicates a change in beneficial ownership, with 325 Capital LLC now holding 10.1% of the company's common stock. This filing follows previous amendments and suggests ongoing activity or strategic adjustments by the investment firm.

Why It Matters

This filing signals a significant ownership stake by 325 Capital LLC in American Public Education, Inc., potentially indicating a desire for greater influence or a strategic investment thesis.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors can lead to increased volatility and potential strategic shifts within the company.

Key Numbers

Key Players & Entities

FAQ

What is the specific date of the change in beneficial ownership reported in this amendment?

The filing states the 'DATE AS OF CHANGE' is 20240814.

What is the CUSIP number for American Public Education, Inc. common stock?

The CUSIP number is 02913V103.

Who is listed as the primary contact for 325 Capital LLC in this filing?

Michael Braner is listed as the contact person for 325 Capital LLC.

What is the business address of American Public Education, Inc.?

The business address is 111 W CONGRESS STREET, CHARLES TOWN, WV 25414.

What is the filing form type and amendment number?

The filing form type is SC 13D/A, and this is Amendment No. 2.

Filing Stats: 2,078 words · 8 min read · ~7 pages · Grade level 11.5 · Accepted 2024-08-14 18:00:12

Key Financial Figures

Filing Documents

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations.

is hereby amended and restated to read

Item 3 is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price for the 317,710 Shares beneficially owned directly by 325 Master Fund is approximately $6,053,929 (exclusive of brokerage commissions and other costs of execution). The aggregate purchase price for the 1,578,679 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $28,530,329 (exclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the working capital of 325 Master Fund and the SMAs (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). In connection with the appointment of Mr. Braner to the Board, as further described in Item 4, Mr. Braner has been awarded certain shares of restricted common stock in connection with his service as a director of the Issuer (the “Restricted Stock”), including (a) 2,405 shares of Restricted Stock awarded on March 28, 2023 which vested on May 19, 2023, (b) 12,738 shares of Restricted Stock awarded on May 19, 2023, which vested on May 17, 2024 and (c) 4,350 shares of Restricted Stock awarded on May 17, 2024 which vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer’s 2025 annual meeting of stockholders. Because Mr. Braner serves on the Board as a representative of 325 Master Fund and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such shares of Restricted Stock to Mr. Braner, 325 Master Fund was entitled to receive all of the economic interests in securities granted to Mr. Bra

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) are hereby amended and restated to read as follows: (a) As of the close of business on August 13, 2024, the Reporting Persons beneficially owned an aggregate of 1,915,882 Shares, which represented 10.8% of the outstanding Shares, based upon 17,701,671 Shares outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2024. The aggregate beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of the close of business on August 13, 2024. (b) Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 1,915,882 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 1,915,882 8 CUSIP No. 02913V103 The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons, including the 1,578,679 Shares held in the SMAs, the 15,143 Shares awarded to Mr. Braner in connection with his service on the Board, and the 4,350 Shares underlying certain shares of Restricted Stock awarded to Mr. Braner in connection with his service on the Board, which have voting rights but have not yet vested and will vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer’s 2025 annual meeting of stockholders, as described in Item 3. (c) The transactions in the Shares by the Reporting Persons within the past sixty days are set forth in Schedule A attached hereto and are incorporated herein by reference. 9 CUSIP No. 02913V103

Signatures

Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 14, 2024 325 CAPITAL MASTER FUND LP By: 325 Capital GP, LLC, its General Partner By: /s/ Michael Braner Name: Michael Braner Title Managing Member 325 CAPITAL GP, LLC By: /s/ Michael Braner Name: Michael Braner Title Managing Member 325 CAPITAL LLC By: /s/ Michael Braner Name: Michael Braner Title Managing Member MICHAEL BRANER By: /s/ Michael Braner Name: Michael Braner DANIEL FRIEDBERG By: /s/ Daniel Friedberg Name: Daniel Friedberg ANIL SHRIVASTAVA By: /s/ Anil Shrivastava Name: Anil Shrivastava 10 CUSIP No. 02913V103 SCHEDULE A Transactions in Securities of the Issuer Within the Past Sixty Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price Per Share ($) Date of Purchase/Sale 325 CAPITAL MASTER FUND LP Purchase of Common Stock 6,329 13.053 1 08/08/2024 Purchase of Common Stock 15,381 13.5656 2 08/09/2024 Purchase of Common Stock 18,031 13.4444 3 08/12/2024 Purchase of Common Stock 30,532 13.49 4 08/13/2024 325 CAPITAL LLC (though the Separately Managed Accounts) Purchase of Common Stock 35,106 13.053 1 08/08/2024 Purchase of Common Stock 85,309 13.5656 2 08/09/2024 Purchase of Common Stock 162,851 13.4444 3 08/12/2024 Purchase of Common Stock 259,566 13.49 4 08/13/2024 __________ 1. This transaction was executed in multiple trades at prices ranging from $12.36 to $13.30. The price per share reflects the weighted average price. 2. This transaction was executed in multiple trades at prices ranging from $13.30 to $13.65. The price per share reflects the weighted average price. 3. This transaction was executed in multiple trades at prices ranging from $13.16 to $13.59. The price per share refl

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