̽»¨ÊÓƵapp

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 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 *
KASS DOUGLAS
Ìý 2. Issuer Name and Ticker or Trading Symbol
ASPEN GROUP, INC. [ASPU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
276 FIFTH AVENUE,ÌýSUITE 505
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2021
(Street)

NEW YORK,ÌýNYÌý10001
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 10/06/2021 Ìý P Ìý 950 A $ 5.71 (1) 117,400 I By Seabreeze Capital Partners LP (3)
Common Stock 10/07/2021 Ìý P Ìý 1,600 A $ 5.64 (2) 119,000 I By Seabreeze Capital Partners LP (3)
Common Stock Ìý Ìý Ìý Ìý Ìý Ìý Ìý 1,775 D Ìý

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
ÌýDirector Ìý10% Owner ÌýOfficer ÌýOther
KASS DOUGLAS
276 FIFTH AVENUE
SUITE 505
NEW YORK,ÌýNYÌý10001
Ìý X Ìý Ìý Ìý

Signatures

Ìý/s/ Douglas Kass Ìý 10/08/2021
**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) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.66 to $5.93, inclusive. The Reporting Person undertakes to provide to ̽»¨ÊÓƵapp, Inc., any security holder of ̽»¨ÊÓƵapp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in the preceding sentence.
(2) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.60 to $5.68, inclusive. The Reporting Person undertakes to provide to ̽»¨ÊÓƵapp, Inc., any security holder of ̽»¨ÊÓƵapp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in the preceding sentence.
(3) The Reporting Person is the General Partner of Seabreeze Capital Partners LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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