PERDOCEO EDUCATION Corp — Director's Dealing 2013

Mar 7, 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: Ayers Jeffrey David (SVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-04	Non-Qualified Stock Option (right to buy)	$2.72	A	77572.0	Acquired	2023-03-04	Common Stock (77572.)	Direct
2013-03-04	Cash-Settled RSU	$	A	42664.0	Acquired	2017-03-14	Common Stock (42664)	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: This grant of cash-settled RSUs was approved by the Compensation Committee of Issuer's Board of Directors on March 4, 2013 pursuant to Issuer's 2008 Incentive Compensation Plan. These cash-settled RSUs vest in four equal installments on each of March 14, 2014, 2015, 2016 and 2017.