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PERDOCEO EDUCATION Corp Director's Dealing 2011

Jan 28, 2011

31526_dirs_2011-01-28_b45e6f7f-bee2-4e48-97fa-ec1cbab92231.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: 2011-01-21

Reporting Person: Wheaton Jeremy J (CEO of CTU)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9921.2894 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $13.32 2018-03-12 Common Stock (7500) Direct
Non-Qualified Stock Option (right to buy) $22.07 2012-05-16 Common Stock (3000) Direct
Non-Qualified Stock Option (right to buy) $26.15 2019-02-24 Common Stock (5182) Direct
Non-Qualified Stock Option (right to buy) $29.02 2020-03-02 Common Stock (5592) Direct
Non-Qualified Stock Option (right to buy) $29.35 2013-05-18 Common Stock (9000) Direct
Non-Qualified Stock Option (right to buy) $29.68 2017-03-18 Common Stock (8000) Direct
Non-Qualified Stock Option (right to buy) $30.8 2016-05-17 Common Stock (7500) Direct
Non-Qualified Stock Option (right to buy) $34.7 2015-05-19 Common Stock (15000) Direct
Non-Qualified Stock Option (right to buy) $62.56 2014-05-20 Common Stock (12000) Direct

Footnotes

F1: a. 5.2894 shares which were purchased under the Company's Employee Stock Purchase Plan, a Section 423 plan exempt from Section 16(a) and 16(b) ofthe SEC Act of 1934 pursuant to Rule 16b-3(c) ofthe Act.
b. 6403 restricted shares granted by the Compensation Committee ofthe 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,
c. 3513 shares acquired pursuant to vesting of restricted stock awards granted by the Compensation Committee.

F2: Immediately exercisable.

F3: Immediately as to the 1,295 shares ofthe 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.

Exhibit List:
Exhibit 24 - Power of Attorney