PERDOCEO EDUCATION Corp — Director's Dealing 2015

Jul 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2015-07-17

Reporting Person: MCCRAY RONALD D (Director, Interim President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-17	Common Stock	D	250000	$0.00	Disposed	21619	Direct
2015-07-17	Common Stock	A	250000	$0.00	Acquired	271619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-17	Cash Settled RSU	$	D	11324	Disposed	2016-03-14	Common Stock (11324)	Direct
2015-07-17	Cash Settled RSU	$	A	11324	Acquired	2016-03-14	Common Stock (11324)	Direct

Footnotes

F1: The reported transactions involved the amendment of outstanding restricted stock unit ("RSU") awards, which may be deemed to result in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs. These RSUs were originally granted on March 6, 2015 and vest on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of RSUs eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO. As disclosed in a Form 8-K filed by Issuer on July 20, 2015, the amendment conforms the performance condition on these RSUs to Issuer's Amended and Restated 2015 Annual Incentive Award Program.

F2: Includes 250,000 RSUs and 14,619 deferred stock units ("DSU") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each RSU representing a contingent right to receive one share of Issuer's common stock and each DSU representing a contingent right to receive one share of Issuer's common stock upon Reporting Person's termination of service from the Issuer.

F3: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.