PERDOCEO EDUCATION Corp — Director's Dealing 2014

Apr 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2014-04-08

Reporting Person: STEFFEY SCOTT W (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-08	Common Stock	M	26136.0	—	Acquired	161228	Direct
2014-04-08	Common Stock	M	62500.0	—	Acquired	223728	Direct
2014-04-08	Common Stock	D	26136.0	$7.05	Disposed	197592	Direct
2014-04-08	Common Stock	D	62500.0	$7.05	Disposed	135092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-08	Cash Settled RSU	$	M	62500.0	Disposed	2017-03-14	Common Stock (62500)	Direct
2014-04-08	Cash Settled RSU	$	M	26136.0	Disposed	2017-03-14	Common Stock (26136)	Direct

Footnotes

F1: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F2: Includes 110,092 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each restricted stock unit
representing a contingent right to receive one share of common stock.

F3: 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 performance criteria.