Sec Form 4/A Filing - Boston Wallace E. Jr. @ AMERICAN PUBLIC EDUCATION INC - 2020-03-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Boston Wallace E. Jr.
2. Issuer Name and Ticker or Trading Symbol
AMERICAN PUBLIC EDUCATION INC [ APEI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, APUS
(Last) (First) (Middle)
111 WEST CONGRESS STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2020
(Street)
CHARLES TOWN, WV25414
4. If Amendment, Date Original Filed (MM/DD/YY)
03/06/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 03/04/2020( 1 ) A( 2 ) 5,650 A $ 0 450,629 D
Common Stock, par value $.01 03/04/2020 F( 3 ) 742 D $ 23.65 449,887 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boston Wallace E. Jr.
111 WEST CONGRESS STREET
CHARLES TOWN, WV25414
X President, APUS
Signatures
/s/ Richard W. Sunderland, Jr., Attorney-in-Fact 03/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amendment is being filed to correct a clerical error in the number of securities acquired and to report withholding of shares to pay tax withholding obligations.
( 2 )Performance-based deferred stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan. Award reflects a level of achievement of adjusted EBITDA and revenue performance measures for the issuer's fiscal year ended December 31, 2019. Award vests in three equal installments, with one third vesting on March 4, 2020, one third vesting on January 21, 2021, and one third vesting on January 21, 2022.
( 3 )The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

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