Edgar Filing: AMERICAN PUBLIC EDUCATION INC

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ABS CAPITAL PARTNERS IV LP

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

400 EAST PRATT STREET, SUITE 910

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2008

(Street)

BALTIMORE, MD 21202-3116

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01	02/19/2008		S		2,109,610	D	$ 33.5475	4,184,667	D ⁽¹⁾
Common Stock, par value $.01	02/19/2008		S		70,635	D	$ 33.5475	140,114	I ⁽¹⁾	By ABS Capital Partners IV-A, LP
Common Stock, par value $.01	02/19/2008		S		121,156	D	$ 33.5475	240,326	I ⁽¹⁾	By ABS Capital Partners Offshore, LP
Common Stock, par value $.01	02/19/2008		S		82,599	D	$ 33.5475	163,845	I ⁽¹⁾	By ABS Capital Partners IV Special Offshore, LP

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ABS CAPITAL PARTNERS IV LP 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202-3116	X	X
ABS CAPITAL PARTNERS IV A LP 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202-3116	X	X
ABS CAPITAL PARTNERS IV OFFSHORE LP 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202-3116	X	X
ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE LP 400 EAST PRATT STREET SUITE 910 BALTIMORE, MD 21202-3116	X	X

Signatures

Donald B. Hebb, Managing Member of ABS IV, L.L.C. the General Partner of ABS Capital Partners IV, L.P.		02/19/2008
^**Signature of Reporting Person		Date
Donald B. Hebb, Managing Member of ABS IV, L.L.C. the General Partner of ABS Capital Partners IV-A, L.P.		02/19/2008
^**Signature of Reporting Person		Date
Donald B. Hebb, Managing Member of ABS IV, L.L.C. the General Partner of ABS Capital Partners IV Offshore, L.P.		02/19/2008
^**Signature of Reporting Person		Date
Donald B. Hebb, Managing Member of ABS IV, L.L.C. the General Partner of ABS Capital Partners IV Special Offshore, L.P.		02/19/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	ABS Partners IV L.L.C., as the general partner (the "General Partner") of ABS Capital Partners IV, LP, ABS Capital Partners IV-A, LP, ABS Capital IV Offshore, ABS Capital IV Special Offshore, LP (collectively, the "Funds"), and Donald B. Hebb, Jr., Phillip A. Clough, Timothy T. Weglicki, John D. Stobo, Jr., Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt, as the managing members of the General Partner (the "Managers"), are indirect beneficial owners of the reported securities. The General Partner and each of the Managers disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. The General Partner of the Funds has voting and dispositive power over these shares.
Remarks: This filing constitutes one of two related filings by the following joint reporting persons with respect to the securities of the issuer set forth hereon: ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV Offshore, L.P., ABS Capital Partners IV Special Offshore, L.P., ABS Partners IV, L.L.C., Donald B. Hebb, Jr., Phillip A. Clough, Timothy T. Weglicki, John D. Stobo, Jr., Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. The Funds may each 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.

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