PERDOCEO EDUCATION Corp — Director's Dealing 2013

Apr 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2013-04-08

Reporting Person: STEFFEY SCOTT W (President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-08	Non-Qualified Stock Option (right to buy)	$2.20	A	450000	Acquired	2023-04-08	Common Stock (450000)	Direct
2013-04-08	Cash-Settled RSU	$	A	250000	Acquired	2017-03-14	Common Stock (250000)	Direct
2013-04-08	Cash-Settled RSU	$	A	104545	Acquired	2017-03-14	Common Stock (104545)	Direct
2013-04-08	Stock Appreciation Right	$2.20	A	50000	Acquired	2023-04-08	Common Stock (50000)	Direct
2013-04-08	Stock Appreciation Right	$2.20	A	144628	Acquired	2023-04-08	Common Stock (144628)	Direct

Footnotes

F1: Exercisable in four equal annual installments on each of March 14, 2014, 2015, 2016 and 2017.

F2: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F3: Cash-settled RSUs granted under Issuer's 2008 Incentive Compensation Plan. These cash-settled RSUs vest in four equal installments on each of April 8, 2014 and March 14, 2015, 2016 and 2017, subject to achievement of certain perforamance criteria.

F4: These cash-settled RSUs vest in four equal installments on each of April 8, 2014 and March 14, 2015, 2016 and 2017, subject to achievement of certain perforamance criteria.

F5: Cash-Settled Stock Appreciation Rights ("SARs") granted under Issuer's 2008 Incentive Compenation Plan. These SARs vest in four equal installments on each of March 14, 2014, 2015, 2016 and 2017.

F6: These SARs vest in four equal installments on each of March 14, 2014, 2015, 2016 and 2017.