Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended September 30, 2022, we did not repurchase any shares of our common stock.
+Added: During the three months ended March 31, 2023, we repurchased 75,000 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: July 1, 2022 — — — 565,604 8,396,734
−Removed: July 1, 2022 - July 31, 2022 — — — 582,378 8,396,734
−Removed: August 1, 2022 - August 31, 2022 — — — 619,922 8,396,734
−Removed: September 1, 2022 - September 30, 2022 — — — 619,922 8,396,734
+Added: January 1, 2023 — — — — 8,396,734
+Added: January 1, 2023 - January 31, 2023 — — — 7,618 8,396,734
+Added: February 1, 2023 - February 28, 2023 — — — 350,614 8,396,734
+Added: March 1, 2023 - March 31, 2023 75,000 4.96 75,000 614,120 8,024,734
Total 75,000 $ 4.96 75,000 614,120 $ 8,024,734
2 unchanged sentences
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 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 of Directors authorized the repurchase of up to $35.0 million of shares 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.
−Removed: We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization.
−Removed: The amount and timing of repurchases are subject to a variety of factors, including liquidity, cash flow, stock price and general business and market conditions.
−Removed: We have no obligation to repurchase shares and may modify, suspend, or discontinue the repurchase program at any time.
−Removed: 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 September 30, 2022, we were deemed to have repurchased 8,257 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
+Added: We may from time to time enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization.
+Added: On March 16, 2023, our Board of Directors confirmed the availability under our existing share repurchase program to repurchase up to approximately $8.0 million of shares of the Company’s common stock.
+Added: The amount and timing of share repurchases are subject to a variety of factors, including liquidity, cash flow, stock price, general business and market conditions, and applicable legal requirements.
+Added: The authorization does not obligate the Company to acquire any shares, and repurchases may be commenced or suspended and the program may be discontinued at any time based on market conditions and other factors that the Company deems appropriate.
+Added: 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 plan.
+Added: (3) During the three month period ended March 31, 2023, we were deemed to have repurchased 85,023 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
These repurchases were not part of the stock repurchase program authorized by our Board as described in footnotes 1 and 2 of this table.
2 unchanged sentences
Other Information
−Removed: The Company and Dr.
−Removed: Vernon Smith determined on October 20, 2022 that Dr.
−Removed: Smith would be stepping down from his role as Senior Vice President and Provost of APUS, effective November 4, 2022.
−Removed: Smith will receive severance benefits under the terms of our Executive Severance Plan consistent with the provisions for a termination of Dr.
−Removed: Smith’s employment without cause or by Dr.
−Removed: Smith for good reason.
−Removed: A copy of the Executive Severance Plan is filed as Exhibit 10.2 to our Current Report on Form 8-K filed on May 15, 2017.
Exhibit Description
+Added: 10.1 Cooperation Agreement, dated March 20, 2023, by and among 325 Capital LLC, 325 Capital Master Fund LP, 325 Capital GP LLC, Daniel M.
+Added: Friedberg, Anil K.
+Added: Shrivastava, and Michael D.
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 Company’s Current Report on Form 8-K (File No.
+Added: 001-33810) filed with the SEC on March 20, 2023.
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 November 8, 2022
+Added: /s/ Angela Selden May 9, 2023
Angela Selden
3 unchanged sentences
Sunderland, Jr.
−Removed: November 8, 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.