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 *
McNamara Anne M
  2. Issuer Name and Ticker or Trading Symbol
ASPEN GROUP, INC. [ASPU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Nursing Officer
(Last)
(First)
(Middle)
276 FIFTH AVENUE, SUITE 505
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2020
(Street)

NEW YORK, NY 10001
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 08/31/2020   M   5,000 A (1) 10,000 D  
Common Stock 08/31/2020   F   2,220 D (2) 7,780 D  
Common Stock 09/02/2020   M   12,500 A (1) 20,280 D  
Common Stock 09/02/2020   F   5,550 D (2) 14,730 D  

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
Restricted Stock Units (3) 08/31/2020   M     5,000   (4)   (4) Common Stock 5,000 $ 0 45,000 D  
Restricted Stock Units (3) 09/02/2020   M     12,500   (4)   (4) Common Stock 12,500 $ 0 32,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McNamara Anne M
276 FIFTH AVENUE
SUITE 505
NEW YORK, NY 10001
      Chief Nursing Officer  

Signatures

 /s/ Anne McNamara   09/02/2020
**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) Represents shares of common stock to be issued upon the vesting of restricted stock units ("RSUs") which vest in four years, subject to accelerated vesting upon the stock price closing at certain higher levels. The first target price was met as of August 31, 2020, and the second target price was met on September 2, 2020. See the Form 4 filed on February 5, 2020 for further details on the vesting target prices.
(2) The shares were surrendered upon vesting to pay the Reporting Person's estimated applicable federal, state and local income taxes, social security taxes and the additional Medicare surtax. The transactions were exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as they were pre-approved by both the board of directors and the compensation committee of the board of directors of the Issuer.
(3) Each RSU represents a contingent right to receive one share of the Issuer's common stock.
(4) The RSUs were granted on February 4, 2020 and one-half will fully vest subject to the accelerated vesting on February 4, 2024.

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