PERDOCEO EDUCATION Corp — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2013-03-04

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	S	11600	$2.76	Disposed	48994	Direct
2013-03-05	Common Stock	S	2900	$2.70	Disposed	46094	Direct
2013-03-06	Common Stock	S	5500	$2.57	Disposed	40594	Direct
2013-03-07	Common Stock	S	10200	$2.61	Disposed	30394	Direct
2013-03-04	Common Stock	S	241600	$2.76	Disposed	6362496	Direct
2013-03-05	Common Stock	S	60800	$2.70	Disposed	6301696	Direct
2013-03-06	Common Stock	S	115700	$2.57	Disposed	6185996	Direct
2013-03-07	Common Stock	S	213800	$2.61	Disposed	5972196	Direct
2013-03-04	Common Stock	S	243800	$2.76	Disposed	6422793	Direct
2013-03-05	Common Stock	S	61440	$2.70	Disposed	6361353	Direct
2013-03-06	Common Stock	S	116860	$2.57	Disposed	6244493	Direct
2013-03-07	Common Stock	S	215800	$2.61	Disposed	6028693	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	192	Direct
Common Stock	17936	Direct

Footnotes

F1: These shares are directly owned by Richard C. Blum & Associates, Inc. ("RCBA Inc.").

F2: These shares are owned directly by Blum Capital Partners, L.P. ("Blum LP"). They may be deemed to be owned indirectly by RCBA Inc., as described in Note (4). RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

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

F4: These shares may be deemed to be owned indirectly by the following parties: (i) Blum LP, the general partner of the limited partnerships described in Notes (3) and (4); and (ii) 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.

F5: 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.

F6: 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.