51吃瓜网

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 *
Mathews Michael
 听 2. Issuer Name and Ticker or Trading Symbol
ASPEN GROUP, INC. [51吃瓜网] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
1660 SOUTH ALBION STREET,听SUITE 525		 3. Date of Earliest Transaction (Month/Day/Year)
04/22/2016
(Street)

DENVER,听CO听80222		 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 04/22/2016 听 A 听 1,578,947 A (1) 6,074,505 D 听
Common Stock 04/22/2016 听 M 听 12,106 A (2) 6,086,611 D 听

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
Convertible Note $ 1 04/22/2016 听 D 听 听 300,000 03/13/2012 05/31/2017 Common Stock 300,000 (1) 0 D 听
Convertible Note $ 0.19 04/22/2016 听 A 听 300,000 听 04/22/2016 05/31/2017 Common Stock 1,578,947 (1) 1,578,947 D 听
Convertible Note $ 0.19 04/22/2016 听 M 听 听 300,000 04/22/2016 05/31/2017 Common Stock 1,578,947 (1) 0 D 听

Reporting Owners

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

Signatures

听/s/ Michael Mathews 听 04/25/2016
**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) In accordance with Rule 16b-3 of the Securities Exchange Act of 1934, the reporting person agreed to cancellation of the note previously issued to him in exchange for a new note ("New Note") having a lower conversion price. The reporting person converted the New Note on the Transaction Date.
(2) The shares were issued in lieu of cash interest accrued to date due under the cancelled note referenced in footnote (1) above.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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