Sec Form 4 Filing - Camden Partners Strategic Manager, LLC @ AMERICAN PUBLIC EDUCATION INC - 2009-03-18

FORM 4 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 Camden Partners Strategic Manager, LLC 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 EAST PRATT STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2009 (Street) BALTIMORE, MD21202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/18/2009 S 32,800 D $ 41.78 ( 1 ) 20,288 I See Footnote ( 2 ) Common Stock, par value $.01 03/18/2009 S 800 D $ 41.3 ( 3 ) 19,488 I See Footnote ( 2 ) Common Stock, par value $.01 03/19/2009 S 18,555 D $ 41.73 ( 4 ) 933 I See Footnote ( 2 )

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 Camden Partners Strategic Manager, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 X Camden Partners Strategic III, LLC 500 EAST PRATT STREET, SUITE 1200 BALTIMORE, MD21202 X CAMDEN PARTNERS STRATEGIC FUND III LP 500 EAST PRATT STREET, SUITE 1200 BALTIMORE, MD21202 X CAMDEN PARTNERS STRATEGIC FUND III-A LP 500 EAST PRATT STREET, SUITE 1200 BALTIMORE, MD21202 X BERKELEY RICHARD M C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE, MD21202 X HUGHES DONALD W C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE, MD21202 X JOHNSTON RICHARD M C/O CAMDEN PARTNERS 500 EAST PRATT STREET, SUITE 1200 BALTIMORE, MD21202 X WARNOCK DAVID L C/O CAMDEN PARTNERS 500 EAST PRATT ST, SUITE 1200 BALTIMORE, MD21202 X Signatures /s/ Camden Partners Strategic Manager, LLCBy Donald W. Hughes, Managing Member 03/20/2009 Signature of Reporting Person Date /s/ Camden Partners Strategic III, LLC, By Donald W. Hughes, Managing Member 03/20/2009 Signature of Reporting Person Date /s/ Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, its General Partner, By Camden Partners Strategic Manager, LLC, its Managing Member, By Donald W. Hughes, Managing Member 03/20/2009 Signature of Reporting Person Date By Camden Partners Strategic III, LLC its General Partner, By Camden Partners Strategic Manager, LLC, its Managing Member, By Donald W. Hughes, Managing Member 03/20/2009 Signature of Reporting Person Date /s/ Donald W. Hughes, Attorney-in-Fact 03/20/2009 Signature of Reporting Person Date /s/ Donald W. Hughes 03/20/2009 Signature of Reporting Person Date /s/ Donald W. Hughes, Attorney-in-Fact 03/20/2009 Signature of Reporting Person Date /s/ Donald W. Hughes, Attorney-in-Fact 03/20/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price of $41.78 per share represents a weighted average of sales prices ranging from $41.36 to $42.32 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. ( 2 )Consists of 933 shares of Common Stock directly owned by David L. Warnock. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the Common Stock held directly by David L. Warnock, except to the extent of its or his pecuniary interest therein. ( 3 )The price of $41.30 per share represents a weighted average of sales prices ranging from $41.20 to $41.32 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. ( 4 )The price of $41.73 per share represents a weighted average of sales prices ranging from $41.27 to $42.20 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

Remarks: This report is being filed by Camden Partners Strategic Manager, LLC, as the managing member of Camden Partners Strategic III, LLC. This report includes reports by members of Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. This report is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A"), Donald W. Hughes, David L. Warnock, Richard M. Johnston and Richard M. Berkeley (the "Managing Members") (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. CPS III is the General Partner of Fund III and Fund III-A (such funds together, the "Funds"). The Funds may each be deemed a director by deputization as a result of David L. Warnock, a managing member of CPSM, serving on the board of directors of American Public Education, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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