Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended March 31, 2023, we repurchased 75,000 shares of our common stock.
+Added: During the three months ended June 30, 2023, we repurchased 1,260,357 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, 2023 — — — — 8,396,734
−Removed: January 1, 2023 - January 31, 2023 — — — 7,618 8,396,734
−Removed: February 1, 2023 - February 28, 2023 — — — 350,614 8,396,734
−Removed: March 1, 2023 - March 31, 2023 75,000 4.96 75,000 614,120 8,024,734
+Added: April 1, 2023 — $ — — 614,120 $ 8,024,734
+Added: April 1, 2023 - April 30, 2023 1,260,357 6.05 1,260,357 631,499 397,136
+Added: May 1, 2023 - May 31, 2023 — — — 746,141 397,136
+Added: June 1, 2023 - June 30, 2023 — — — 746,141 397,136
Total 1,260,357 $ 6.05 1,260,357 746,141 $ 397,136
5 unchanged sentences
We may from time to time enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization.
−Removed: 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.
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.
1 unchanged sentence
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.
−Removed: (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.
+Added: (3) During the three month period ended June 30, 2023, we were deemed to have repurchased 1,416 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
+Added: During the three months ended June 30, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Description
−Removed: 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.
−Removed: Friedberg, Anil K.
−Removed: Shrivastava, and Michael D.
+Added: 10.1 Amendment Number Three to the American Public Education, Inc.
+Added: 2017 Omnibus Incentive Plan.
+Added: 10.2 Amendment Number Three to the American Public Education, Inc.
+Added: Employee Stock Purchase Plan (2)
+Added: 10.3 Amendment No.
+Added: 1 to Credit Agreement, dated June 12, 2023, by and among American Public Education, Inc., Macquarie Capital Funding LLC, as administrative agent for the Lenders.
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
(1) Incorporated by reference to exhibit filed with the Company’s Current Report on Form 8-K (File No.
−Removed: 001-33810) filed with the SEC on March 20, 2023.
+Added: 001-33810) filed with the SEC on May 22, 2023.
+Added: (2) Incorporated by reference to exhibit filed with the Company’s Registration Statement on Form S-8 (File No.
+Added: 001-33810) filed with the SEC on June 7, 2023.
+Added: (3) Filed herewith.
+Added: (4) Furnished herewith.
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 9, 2023
+Added: /s/ Angela Selden August 8, 2023
Angela Selden
3 unchanged sentences
Sunderland, Jr.
+Added: August 8, 2023
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.