Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended June 30, 2020, we did not repurchase any shares of our common stock.
+Added: During the three months ended September 30, 2020, we did not repurchase any shares of our common stock.
The table and footnotes below provide details regarding our repurchase programs (unaudited):
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)
−Removed: April 1, 2020 — $ — — 284,725 $ 8,396,734
−Removed: April 1, 2020 - April 30, 2020 — — — 284,725 8,396,734
−Removed: May 1, 2020 - May 31, 2020 — — — 299,843 8,396,734
−Removed: June 1, 2020 - June 30, 2020 — — — 312,816 8,396,734
+Added: July 1, 2020 — $ — — 312,816 $ 8,396,734
+Added: July 1, 2020 - July 31, 2020 — — — 317,924 8,396,734
+Added: August 1, 2020 - August 31, 2020 — — — 331,841 8,396,734
+Added: September 1, 2020 - September 30, 2020 — — — 331,841 8,396,734
Total — $ — — 331,841 $ 8,396,734
8 unchanged sentences
The authorization under this program is in addition to our repurchase program under which we may annually purchase up to the cumulative number of shares issued or deemed issued in that year under our equity incentive and stock purchase plans.
−Removed: (3) During the three month period ended June 30, 2020, no shares of common stock were deemed to have been repurchased for common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
+Added: (3) During the three month period ended September 30, 2020, we were deemed to have repurchased 5,395 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
+Added: These repurchases were not part of the stock repurchase program authorized by our Board of Directors as described in footnotes 1 and 2 of this table.
Defaults Upon Senior Securities
2 unchanged sentences
Exhibit Description
−Removed: 10.1+ Amendment Number One to the American Public Education, Inc.
−Removed: 2017 Omnibus Incentive Plan (1)
−Removed: 10.2+ Amendment Number Two to the American Public Education, Inc.
−Removed: Employee Stock Purchase Plan (1)
−Removed: 10.3+ Amendment to Amended and Restated Employment Agreement dated June 30, 2020, by and among American Public University System, Inc., American Public Education, Inc., and Wallace E.
+Added: 2.1 Membership Interest Purchase Agreement, dated October 28, 2020, by and among American Public Education, Inc., FAH Education, LLC, Rasmussen, LLC, and Rasmussen College, LLC.
+Added: 10.1+ Amendment to Executive Employment Agreement dated September 23, 2020, by and between American Public Education, Inc.
+Added: and Angela Selden
+Added: 10.2+ Executive Employment Agreement dated June 29, 2020 by and among American Public University System, Inc., American P ublic Education , Inc.
+Added: 10.3 Commitment Letter, dated October 28, 2020, by and among American Public Education, Inc., Macquarie Capital (USA) Inc.
+Added: and Macquarie Capital Funding LLC.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
+ Management contract or compensatory plan or arrangement.
−Removed: (1) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33810), filed with the Commission on May 15, 2020.
+Added: (1) Incorporated by reference to exhibit filed with the registrant’s Current Report on Form 8-K (File No.
+Added: 001-33810) filed with the Commission on October 28, 2020.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN PUBLIC EDUCATION, INC.
−Removed: /s/ Angela Selden August 10, 2020
+Added: /s/ Angela Selden November 9, 2020
Angela Selden
3 unchanged sentences
Sunderland, Jr.
−Removed: August 10, 2020
+Added: November 9, 2020
Sunderland, Jr.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.