PERDOCEO EDUCATION Corp — Director's Dealing 2015

Oct 28, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2015-10-19

Reporting Person: Hurst Andrew (SVP)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25758	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock-Option (Right to Buy)	$5.00	2024-05-12	Common Stock (22806)		Direct
Non-Qualified Stock-Option (Right to Buy)	$5.90	2025-03-06	Common Stock (23704)		Direct
Cash-Settled RSU	$	2018-06-14	Common Stock (10977)		Direct
Cash-Settled RSU	$	2019-03-14	Common Stock (4460)		Direct
Stock-Settled RSU	$	2018-06-14	Common Stock (13593)		Direct

Footnotes

F1: Includes 15,437 restricted stock units ("RSUs") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing a contingent right to receive one share of Issuer's common stock.

F2: One-fourth of the award became exercisable on June 14, 2015; the remainder becomes exercisable in three equal annual installments on each of June 14, 2016, 2017 and 2018.

F3: Exercisable in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019.

F4: Vest in three equal annual installments on each of June 14, 2016, 2017 and 2018.

F5: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F6: Vest in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019.

F7: Each stock-settled RSU represents a contingent right to receive one share of Issuer's common stock; however, in the event of an involuntary termination of employment by the Company (other than for cause), any unvested stock-settled RSUs will be settled in cash based on the preceding 30-day average closing price of Issuer's common stock.