325 Capital LLC's Form 4/A amendment
AmendedAmerican Public Education Inc (APEI) · filed May 30, 2025
- Accession no.
- 0000921895-25-001647
- Filed
- May 30, 2025, 9:19 AM ET
- Trade date
- May 27-29, 2025
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- May 29, 2025
This filing lists 3 non-derivative transactions. Open-market sales total $3.98M. It was filed 3 days after the trade.
This amendment replaces 0001193805-25-000741 (filed May 29, 2025).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| 325 Capital LLCCIK 0001873893 | Director, 10% Owner, Other: See Footnotes |
| Friedberg Daniel M.CIK 0001448795 | 10% Owner, Other: See Footnotes |
| Braner Michael DavidCIK 0001908015 | 10% Owner, Other: See Footnotes |
| Shrivastava Anil KCIK 0001908019 | 10% Owner, Other: See Footnotes |
| 325 Capital GP, LLCCIK 0001972758 | Other: See Footnotes |
| 325 Capital Master Fund LPCIK 0001972759 | Other: See Footnotes |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 27, 2025 | Common stock, $.01 par value | SSaleDisposed | −85,405 | $29.83 | −$2,547,545.75 | 1,837,205 | Direct | |
| May 27, 2025 | Common stock, $.01 par value | SSaleDisposed | −2,231 | $29.38 | −$65,536.29 | 1,834,974 | Direct | |
| May 29, 2025 | Common stock, $.01 par value | SSaleDisposed | −46,418 | $29.36 | −$1,363,004.23 | 1,788,556 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
- F2
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.
- F3
Mr. Braner serves on the Board of Directors of the Issuer (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 membership. 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.
- F4
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.
Remarks
Mr. Braner, a managing member of 325, is a director of the Issuer. For purposes of Section 16 of the Exchange Act, 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.