PERDOCEO EDUCATION Corp — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2009-12-31

Reporting Person: BLUM CAPITAL PARTNERS LP (10% Owner)
Reporting Person: RICHARD C BLUM & ASSOCIATES INC (10% Owner)
Reporting Person: Blum Strategic GP III, L.L.C. (10% Owner)
Reporting Person: Blum Strategic GP IV, L.L.C. (10% Owner)
Reporting Person: Saddlepoint Partners GP, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-31	Common Stock	J	164500	$0.00	Disposed	0	Indirect
2009-12-31	Common Stock	J	164500	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11543	Direct
Common Stock	349962	Direct
Common Stock	520312	Direct
Common Stock	831100	Direct
Common Stock	648800	Direct
Common Stock	299479	Direct
Common Stock	6604096	Direct
Common Stock	6666593	Direct
Common Stock	145690	Direct

Footnotes

F1: These shares are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (7). RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

F2: These shares are owned directly by BK Capital Partners IV, L.P.

F3: These shares are owned directly by Stinson Capital Partners, L.P.

F4: These shares are owned directly by Stinson Capital Partners C, L.P.

F5: These shares are owned directly by Stinson Capital Partners L, L.P.

F6: These shares are owned directly by Stinson Capital Partners (QP), L.P.

F7: These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners, L.P. ("Blum LP"), the general partner of the limited partnerships described in Notes (2), (3), (4), (5) and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

F8: These shares are owned directly by Blum Strategic Partners III, L.P. ("Strategic III"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP III, L.P. ("Blum GP III LP"), the general partner of Strategic III, and (ii) Blum Strategic GP III, L.L.C. ("Blum GP III"), the general partner of Blum GP III LP. Both Blum GP III LP and Blum GP III disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

F9: These shares are owned directly by Blum Strategic Partners IV, L.P. ("Strategic IV"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP IV, L.P. ("Blum GP IV LP"), the general partner of Strategic IV, and (ii) Blum Strategic GP IV, L.L.C. ("Blum GP IV"), the general partner of Blum GP IV LP. Both Blum GP IV LP and Blum GP IV disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

F10: These shares are owned directly by Saddlepoint Equity, L.L.C. ("Saddlepoint Equity"). The shares also may be deemed to be owned indirectly by (i) Saddlepoint Partners GP, L.L.C. ("Saddlepoint GP"), the managing member of Saddlepoint Equity; (ii) Blum LP, the managing member of Saddlepoint GP; and (iii) RCBA Inc., the general partner of Blum LP. Saddlepoint GP, Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

F11: As of December 31, 2009, Blum LP, a registered investment advisor, ceased to have voting and investment discretion with respect to the shares of common stock owned by The Nuclear Decommissioning Trust of Dominion Nuclear Connecticut, Inc. ("Dominion Connecticut"). Accordingly, Blum LP no longer reports indirect beneficial ownership of the shares owned by Dominion Connecticut. No Reporting Person had or has a reportable pecuniary interest in any of the shares owned by Dominion Connecticut. Dominion Connecticut disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16.

F12: As of December 31, 2009, Blum LP, a registered investment advisor, ceased to have voting and investment discretion with respect to the shares of common stock owned by Virginia Electric and Power Company Qualified Nuclear Decommissioning Trust ("Virginia Electric"). Accordingly, Blum LP no longer reports indirect beneficial ownership of the shares owned by Virginia Electric. No Reporting Person had or has a reportable pecuniary interest in any of the shares owned by Virginia Electric. Virginia Electric disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16.