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Sec Form 4 Filing - Mathews Michael @ ASPEN GROUP Inc - 2020-10-26

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
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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 *
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)
10/26/2020
(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 ) 10/26/2020 M 8,026 A $ 2.28 837,535 D
Common Stock ( 1 ) 10/26/2020 M 4,630 A $ 2.28 842,165 D
Common Stock ( 2 ) 10/26/2020 F 2,622 D $ 11.0037 839,543 D
Common Stock ( 3 ) 10/26/2020 F 4,455 D $ 11.0037 835,088 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 10/26/2020 M 8,026 10/23/2012 11/23/2020 Common Stock 8,026 $ 0 0 D
Stock Options (Right to Buy) ( 1 ) $ 2.28 10/26/2020 M 4,630 10/23/2012 11/23/2020 Common Stock 4,630 $ 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 10/28/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )During an open window period under the Issuer's Insider Trading Plan, the Reporting Person submitted a cashless exercise notice which would become effective following the date that certain stock options vested. Following such vesting, the stock options were cashlessly exercised. 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 due for each stock option.
( 3 )Represents shares surrendered in payment of the applicable taxes arising from the exercise of each stock option.

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.
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