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 *
Braner Michael David
  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) __X__ Other (specify below)
See Footnotes
(Last)
(First)
(Middle)
757 THIRD AVENUE, 20TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
08/28/2024
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 (1) 08/26/2024   P   14,393 A $ 15.69 (2) 1,846,299 I By: 325 Capital LLC (3)
Common Stock, par value $0.01 (1)               347,498 I By: 325 Capital Master Fund LP (4)
Common Stock, par value $0.01 (1)               19,493 (5) D (5)  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Braner Michael David
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
  X   X   See Footnotes
325 CAPITAL LLC
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
    X   See Footnotes
FRIEDBERG DANIEL M.
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
    X   See Footnotes
Shrivastava Anil K
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
    X   See Footnotes
325 Capital Master Fund LP
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
      See Footnotes
325 Capital GP, LLC
757 THIRD AVENUE
20TH FLOOR
NEW YORK, NY 10017
      See Footnotes

Signatures

 /s/ Michael D. Braner   08/29/2024
**Signature of Reporting Person Date

 325 Capital LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member   08/29/2024
**Signature of Reporting Person Date

 /s/ Daniel M. Friedberg   08/29/2024
**Signature of Reporting Person Date

 /s/ Anil K. Shrivastava   08/29/2024
**Signature of Reporting Person Date

 325 Capital Master Fund LP, By: 325 Capital GP, LLC, its General Partner, /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member   08/29/2024
**Signature of Reporting Person Date

 325 Capital GP, LLC, By: /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member   08/29/2024
**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) This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael D. Braner, a United States citizen, Daniel M. Friedberg, a United States citizen, and Anil K. Shrivastava, a United States citizen (each, a "Reporting Person," and collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16") or for any other purpose.
(2) This Form 4 is being amended to include the previously unavailable range of purchase prices in this footnote (2). The price of $15.69 per share represents a weighted average of purchase prices ranging from $15.455 to $15.99 per share. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.
(3) Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava is a Managing Member of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.
(4) Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava is a Managing Member of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
(5) Mr. Braner serves on the Board of Directors of the Issuer (the "Board") as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board membership. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates, and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates.
 
Remarks:
Mr. Braner, a Managing Member of 325, is a director of the Issuer. For purposes of Section 16, each of the Reporting Persons (other than Mr. Braner) may be deemed a director by deputization by virtue of its or his representation on the Board.

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