PERDOCEO EDUCATION Corp — Director's Dealing 2015

Mar 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2015-03-14

Reporting Person: Ayers Jeffrey David (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-14	Common Stock	M	10666	—	Acquired	64161	Direct
2015-03-14	Common Stock	D	10666	$5.82	Disposed	53495	Direct
2015-03-14	Common Stock	F	1356	$5.82	Disposed	52139	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-14	Cash-Settled RSU	$	M	10666	Disposed	2017-03-14	Common Stock (10666)	Direct

Footnotes

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

F2: 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.

F3: Includes 21,350 restricted stock units 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.

F4: The remaining cash-settled RSUs vest in two equal annual installments on each of March 14, 2016 and 2017.