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PERDOCEO EDUCATION Corp Director's Dealing 2010

Nov 12, 2010

31526_dirs_2010-11-12_cf6f6897-5695-4549-8030-c285c373b389.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2010-11-02

Reporting Person: McNamara Thomas A. (SVP)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 23690.4875 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $22.07 2012-05-16 Common Stock (500) Direct
Non-Qualified Stock Option (right to buy) $26.15 2019-02-24 Common Stock (6008) Direct
Non-Qualified Stock Option (right to buy) $28.19 2016-07-31 Common Stock (2000) Direct
Non-Qualified Stock Option (right to buy) $29.02 2020-03-02 Common Stock (11368) Direct
Non-Qualified Stock Option (right to buy) $29.35 2013-05-18 Common Stock (2000) Direct
Non-Qualified Stock Option (right to buy) $29.68 2017-03-18 Common Stock (4500) Direct
Non-Qualified Stock Option (right to buy) $34.7 2015-05-19 Common Stock (2000) Direct
Non-Qualified Stock Option (right to buy) $62.56 2014-05-20 Common Stock (2500) Direct

Footnotes

F1: a. 519.4875 shares which were purchased under the Company's Employee Stock Purchase Plan, a Section 423 plan exempt from Section 16(a) and 16(b) of the SEC Act of 1934 pursuant to Rule 16b-3(c) of the Act.

b. 21,807 restricted shares granted by the Compensation Committee of the Company's Board of Directors. This number represents the maximum number of shares that have or could become vested assuming full satisfaction of all vesting requirements.

F2: Immediately Exercisable.

F3: Immediately exercisable as to the 1,502 shares of the underlying shares of Common Stock and the remaining underlying shares become exercisable in three equal annual installments on February 25, 2011, 2012, and 2013.

F4: Exercisable in four equal annual installments on each of March 3, 2011, 2012, 2013 and 2014.

F5: Immediately exercisable as to the 3,375 shares of the underlying shares of Common Stock and exercisable as to 1,125 of the remaining underlying shares on 3/19/2011.