325 Capital LLC Amends Ownership Filing for APEI

Ticker: APEI · Form: SC 13D/A · Filed: Aug 21, 2024 · CIK: 1201792

Sentiment: neutral

Topics: ownership-change, sec-filing, amendment

Related Tickers: APEI

TL;DR

325 Capital LLC updated its 13D filing for APEI. Watch this space.

AI Summary

On August 21, 2024, 325 Capital LLC filed an amendment (No. 3) to its Schedule 13D regarding American Public Education, Inc. The filing indicates a change in beneficial ownership, with Michael Braner listed as a contact for 325 Capital LLC. The filing does not disclose specific share counts or dollar amounts but signifies an update to the ownership stake.

Why It Matters

This amendment signals a potential shift or update in the investment strategy or holdings of 325 Capital LLC concerning American Public Education, Inc., which could influence market perception and trading activity.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, can indicate significant changes in a major shareholder's position, potentially leading to volatility.

Key Players & Entities

FAQ

What specific changes in beneficial ownership are detailed in Amendment No. 3?

The filing is an amendment to a Schedule 13D, indicating a change in beneficial ownership, but the specific details of the change (e.g., number of shares, percentage) are not provided in the header information.

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

Michael Braner is listed as the contact for 325 Capital LLC at 757 Third Avenue, 20th Floor, New York, NY 10017, with a phone number of 646-774-2904.

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

The CUSIP number for American Public Education, Inc. is 02913V103.

When was this amendment filed with the SEC?

This amendment (Amendment No. 3) was filed on August 21, 2024.

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

The business address for American Public Education, Inc. is 111 W Congress Street, Charles Town, WV 25414.

Filing Stats: 2,170 words · 9 min read · ~7 pages · Grade level 10.5 · Accepted 2024-08-21 21:58:20

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 as follows

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 343,871 Shares beneficially owned directly by 325 Master Fund is approximately $6,427,607 (exclusive of brokerage commissions and other costs of execution). The aggregate purchase price for the 1,801,074 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $31,706,977 (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 21, 2024, the Reporting Persons beneficially owned an aggregate of 2,164,438 Shares, which represented 12.2% 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 21, 2024. (b) Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 2,164,438 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 2,164,438 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 1,801,074 Shares held in the SMAs, the 343,871 Shares held by 325 Master Fund, 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. 8 CUSIP No. 02913V103 (c) The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 2 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 21, 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 Since the Filing of Amendment No. 2 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 6,768 13.8094 1 08/14/2024 Purchase of Common Stock 2,604 14.54 2 08/15/2024 Purchase of Common Stock 3,553 14.86 3 08/16/2024 Purchase of Common Stock 5,550 14.55 4 08/19/2024 Purchase of Common Stock 6,229 14.05 5 08/20/2024 Purchase of Common Stock 1,457 14.61 6 08/21/2024 325 CAPITAL LLC (though the Separately Managed Accounts) Purchase of Common Stock 57,536 13.8094 1 08/14/2024 Purchase of Common Stock 22,134 14.54 2 08/15/2024 Purchase of Common Stock 30,206 14.86 3 08/16/2024 Purchase of Common Stock 47,183 14.55 4 08/19/2024 Purchase of Common Stock 52,950 14.05 5 08/20/2024 Purchase of Common Stock 12,386 14.61 6 08/21/2024 __________ 1. This transaction was executed in multiple trades at prices ranging from $13.53 to $14.55. The price per share reflects the weighted average price. 2. This transaction was executed in multiple trad

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