SEC Form SC 13G/A filed by American Public Education Inc. (Amendment)
$APEI
Other Consumer Services
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
American Public Education, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
02913V103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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CUSIP No. 02913V103
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1
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NAME OF REPORTING PERSONS
Prescott Group Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,184,568
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,184,568
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,568
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%**
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12
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TYPE OF REPORTING PERSON*
IA
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 02913V103
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,184,568 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,184,568
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,568
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 02913V103
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,184,568 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,184,568
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,568
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 02913V103
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap Master Fund, G.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,184,568 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,184,568
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,568
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 02913V103
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1
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NAME OF REPORTING PERSONS
Phil Frohlich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,184,568
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6
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SHARED VOTING POWER
0 |
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7
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SOLE DISPOSITIVE POWER
1,184,568
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,568
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%**
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12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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AMENDMENT NO. 1 TO SCHEDULE 13G
This Amendment No. 1 (the “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability
company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together
with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to the Common Stock, $0.01 par
value per share (the “Common Stock”), of American Public Education, Inc., a corporation organized under the laws of Delaware (the “Issuer”).
This Amendment relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves
as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 1,184,568 shares of Common Stock held by the Master Fund as of
December 31, 2023. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 1,184,568 shares of Common Stock held by the Master Fund as of December 31, 2023.
This Amendment amends and restates the Schedule 13G as follows.
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Item 1(a)
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Name of Issuer.
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American Public Education, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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111 West Congress Street
Charles Town, West Virginia 25414
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Item 2(a)
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Name of Person Filing.
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Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P.
(“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104
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Item 2(c)
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Citizenship or Place of Organization.
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Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership. Mr. Phil Frohlich is the
principal of Prescott Capital and is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.01 par value per share (the “Common Stock”).
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Item 2(e)
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CUSIP Number.
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02913V103
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Item 3
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Reporting Person.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
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Item 4
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Ownership.
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(a)
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Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 1,184,568 shares of Common Stock as of December 31, 2023.
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(b)
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Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 6.7% of the outstanding shares of Common Stock as of December 31, 2023. This percentage is determined by dividing 1,184,568
by 17,783,615, the number of shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
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(c)
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Prescott Capital, as the general partner and investment manager of the Small Cap Funds, the general partners of the Master Fund, may direct the Small Cap Funds to direct the voting and disposition of the 1,184,568 shares of Common Stock
held by the Master Fund as of December 31, 2023. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the voting and disposition of the 1,184,568 shares of Common Stock held by the Master Fund as of December 31, 2023.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding
Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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Item 10
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 31, 2024
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By:
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Prescott Group Capital Management, L.L.C.,
general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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| /s/ Phil Frohlich
Phil Frohlich
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