PERDOCEO EDUCATION Corp — Director's Dealing 2014

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2014-03-14

Reporting Person: Jones Diane Auer (SVP, Chief Ext Affairs Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-14	Common Stock	M	3914.0	—	Acquired	23996	Direct
2014-03-14	Common Stock	D	3914.0	$6.82	Disposed	20082	Direct
2014-03-14	Common Stock	F	600.0	$6.82	Disposed	19482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-14	Cash Settled RSU	$	M	3914.0	Disposed	2017-03-14	Common Stock (3914)	Direct

Footnotes

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

F2: Includes 16,092 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: Reflects shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock or stock units.

F4: These cash settled restricted stock units vest in four equal installments on each of March 14, 2014, 2015, 2016 and 2017.