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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ABS PARTNERS IV LLC 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202-3116 |
X | X | ||
CLOUGH PHILLIP A 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202-3116 |
X | X | ||
WEGLICKI TIMOTHY T 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202 |
X | X |
Donald B. Hebb, Jr. | 08/28/2008 | |
**Signature of Reporting Person | Date | |
Phillip A. Clough | 08/28/2008 | |
**Signature of Reporting Person | Date | |
Timothy T. Weglicki | 08/28/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Pro rata distribution to the managing members of ABS Partners IV L.L.C. (the "General Partner"). |
(2) | Includes shares acquired in pro rata distribution by the General Partner. Phillip A. Clough and Timothy T. Weglicki are managing members of the General Partner. Mr. Clough directly owns 11,769 shares. Mr. Weglicki directly owns 8,180 shares and indirectly owns 5,192 shares owned by The Timothy T. Weglicki Irrevocable Trust dated March 11, 1999 (the "Trust"), which shares Mr. Weglicki disclaims beneficial ownership of except to the extent of his pecuniary interest therein. The shares directly owned by Messrs. Clough and Weglicki include Restricted Stock Awards to each of them of 933 shares granted pursuant to the directors' compensation policy for non-employee directors of American Public Education, Inc. (the "Company"). Continued in Footnote 3. |
(3) | Continued from Footnote 2. The Company's compensation committee annually grants each non-employee director an award of restricted common stock of the Company having a value of $36,750 on the date of grant. The shares vest on the earlier of the one year anniversary of the date of grant and immediately prior to the 2009 annual meeting of stockholders. |
(4) | The General Partner is an indirect beneficial owner of shares described in Footnote 2 and disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. Mr. Clough disclaims beneficial ownership of the shares owned by Mr. Weglicki and the Trust. Mr. Weglicki disclaims beneficial ownership of the shares owned by Mr. Clough and is an indirect beneficial owner of the shares owned by the Trust for which he disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
Remarks: The General Partner is the general partner of ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV Offshore, L.P., and ABS Capital Partners IV Special Offshore, L.P, each of which may 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. |