Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended March 31, 2022, we did not repurchase any shares of our common stock.
+Added: During the three months ended June 30, 2022, 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: January 1, 2022 — $ — — — $ 8,396,734
−Removed: January 1, 2022 - January 31, 2022 — — — 382,955 8,396,734
−Removed: February 1, 2022 - February 28, 2022 — — — 390,264 8,396,734
−Removed: March 1, 2022 - March 31, 2022 — — — 512,421 8,396,734
+Added: April 1, 2022 — — — 512,421 8,396,734
+Added: April 1, 2022 - April 30, 2022 — — — 515,196 8,396,734
+Added: May 1, 2022 - May 31, 2022 — — — 559,474 8,396,734
+Added: June 1, 2022 - June 30, 2022 — — — 565,504 8,396,734
Total — $ — — 565,504 $ 8,396,734
−Removed: (1) On December 9, 2011, our Board of Directors approved a stock repurchase program for our common stock, under which we could annually purchase up to the cumulative number of shares issued or deemed issued in each year under our equity incentive and stock purchase plans.
+Added: (1) On December 9, 2011, our Board of Directors, or Board, approved a stock repurchase program for our common stock, under which we could annually purchase up to the cumulative number of shares issued or deemed issued in each year under our equity incentive and stock purchase plans.
Repurchases may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions based on business and market conditions.
The stock repurchase program does not obligate us to repurchase any shares, may be suspended or discontinued at any time, and is funded using our available cash.
−Removed: (2) On May 2, 2019, our Board of Directors authorized the repurchase of up to $35.0 million of our common stock, and on December 5, 2019, our Board approved an additional authorization of up to $25.0 million of shares.
+Added: (2) On May 2, 2019, our Board authorized the repurchase of up to $35.0 million of our common stock, and on December 5, 2019, our Board approved an additional authorization of up to $25.0 million of shares.
We may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing.
3 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 March 31, 2022, we were deemed to have repurchased 71,331 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
−Removed: 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.
+Added: (3) During the three month period ended June 30, 2022, we were deemed to have repurchased 782 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 as described in footnotes 1 and 2 of this table.
Defaults Upon Senior Securities
2 unchanged sentences
Exhibit Description
+Added: 10.1 Amendment Number Two to the American Public Education, Inc.
+Added: 2017 Omnibus Incentive Plan (1)
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.
9 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+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 May 24, 2022.
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 May 10, 2022
+Added: /s/ Angela Selden August 9, 2022
Angela Selden
3 unchanged sentences
Sunderland, Jr.
+Added: August 9, 2022
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.