PERDOCEO EDUCATION Corp — Director's Dealing 2011

Mar 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2011-03-13

Reporting Person: MCCULLOUGH GARY E (Director, Pres, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-13	Common Stock	F	12266	$21.96	Disposed	378456	Direct
2011-03-13	Common Stock	F	31678	$21.96	Disposed	346778	Direct
2011-03-14	Common Stock	A	101071	—	Acquired	447849	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-14	Non-Qualified Stock Option (right to buy)	$21.8	A	157512	Acquired	2021-03-13	Common Stock (157512)	Direct

Footnotes

F1: Reflects shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with vesting of restricted stock.

F2: This grant of restricted stock was approved by the Compensation Committee of the Company's Board of Directors on March 14, 2011. This number represents the maximum number of shares that could become vested assuming full satisfaction of all vesting requirements.

F3: Exercisable in four equal annual installments on each of March 14, 2012, 2013, 2014 and 2015.