FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Mathews Michael
 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
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)

1660 SOUTH ALBION STREET, SUITE 525		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
04/30/2017
(Street)


DENVER, CO 80222		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 2.28 09/13/2016   D4   24,076   (1) 10/23/2017 Common Stock
24,076
(1) 0
D
 
Stock Options (Right to Buy) $ 2.52 09/13/2016   A4 24,076     (1) 01/23/2021 Common Stock
24,076
(1) 24,076
D
 
Stock Options (Right to Buy) $ 2.28 09/13/2016   D4   13,889   (2) 10/23/2017 Common Stock
13,889
(2) 0
D
 
Stock Options (Right to Buy) $ 2.52 09/13/2016   A4 13,889     (2) 01/23/2021 Common Stock
13,889
(2) 13,889
D
 
Stock Options (Right to Buy) $ 2.28 09/13/2016   D4   25,000   (3) 03/15/2017 Common Stock
25,000
(3) 0
D
 
Stock Options (Right to Buy) $ 2.52 09/13/2016   A4 25,000     (3) 06/15/2020 Common Stock
25,000
(3) 25,000
D
 
Stock Options (Right to Buy) $ 2.28 09/13/2016   D4   41,667   (4) 03/22/2017 Common Stock
41,667
(4) 0
D
 
Stock Options (Right to Buy) $ 2.52 09/13/2016   A4 41,667     (4) 06/22/2020 Common Stock
41,667
(4) 41,667
D
 
Stock Options (Right to Buy) $ 2.28 09/13/2016   D4   241,667   (5) 09/04/2017 Common Stock
241,667
(5) 0
D
 
Stock Options (Right to Buy) $ 2.52 09/13/2016   A4 241,667     (5) 12/04/2020 Common Stock
241,667
(5) 241,667
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mathews Michael
1660 SOUTH ALBION STREET
SUITE 525
DENVER, CO 80222		   X     CEO  

Signatures

/s/ Michael Mathews 06/14/2017
**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 two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The securities vest in three equal annual increments with the first vesting date being October 23, 2018, subject to continued service on each applicable vesting date.
(2) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The securities vest in three equal annual increments with the first vesting date being October 23, 2018, subject to continued service on each applicable vesting date.
(3) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The securities vest in three equal annual increments with the first vesting date being June 15, 2018, subject to continued service on each applicable vesting date.
(4) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The securities vest in three equal annual increments with the first vesting date being June 22, 2018, subject to continued service on each applicable vesting date.
(5) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The securities vest in three equal annual increments with the first vesting date being December 4, 2018, subject to continued service on each applicable vesting date.

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