Sec Form 4 Filing - Mathews Michael @ ASPEN GROUP, INC. - 2020-09-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mathews Michael 2. Issuer Name and Ticker or Trading Symbol ASPEN GROUP, INC. [ ASPU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 276 FIFTH AVENUE, SUITE 505 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2020 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 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 ( 1 ) 09/16/2020 M 161,111 A $ 2.28 849,272 D Common Stock ( 2 ) 09/16/2020 F 30,559 D $ 12.0204 818,713 D Common Stock ( 3 ) 09/16/2020 F 57,965 D $ 12.0204 760,748 D Common Stock ( 1 ) 09/16/2020 M 16,050 A $ 2.28 776,798 D Common Stock ( 2 ) 09/16/2020 F 3,044 D $ 12.0204 773,754 D Common Stock ( 3 ) 09/16/2020 F 5,775 D $ 12.0204 767,979 D Common Stock ( 1 ) 09/16/2020 M 9,259 A $ 2.28 777,238 D Common Stock ( 2 ) 09/16/2020 F 1,756 D $ 12.0204 775,482 D Common Stock ( 3 ) 09/16/2020 F 3,331 D $ 12.0204 772,151 D Common Stock ( 1 ) 09/16/2020 M 125,000 A $ 2.1 897,151 D Common Stock ( 2 ) 09/16/2020 F 21,838 D $ 12.0204 875,313 D Common Stock ( 3 ) 09/16/2020 F 45,804 D $ 12.0204 829,509 D Common Stock 8,334 I Held in trust

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 Stock Options (Right to Buy) ( 1 ) $ 2.28 09/16/2020 M 161,111 09/04/2012 01/31/2021 Common Stock 161,111 $ 0 80,556 D Stock Options (Right to Buy) ( 1 ) $ 2.28 09/16/2020 M 16,050 10/23/2012 10/23/2020 Common Stock 16,050 $ 0 8,026 D Stock Options (Right to Buy) ( 1 ) $ 2.28 09/16/2020 M 9,259 10/23/2012 10/23/2020 Common Stock 9,259 $ 0 4,630 D Stock Options (Right to Buy) ( 1 ) $ 2.1 09/16/2020 M 125,000 12/11/2015 12/11/2020 Common Stock 125,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mathews Michael 276 FIFTH AVENUE SUITE 505 NEW YORK, NY10001 X Chief Executive Officer Signatures /s/ Michael Mathews 09/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person cashlessly exercised the stock options. The exercise of the stock options was exempt under Rule 16b-6 and the right of the Reporting Person to direct that the shares be withheld in payment of the exercise price and applicable taxes was both approved in advance by the Executive Committee of the Issuer's Board of Directors, which is comprised of only non-employee directors, and by the full Board of Directors in accordance with Rule 16b-3(d). ( 2 )Represents shares surrendered in payment of the exercise price. ( 3 )Represents shares surrendered in payment of the applicable taxes.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.