PERDOCEO EDUCATION Corp — Director's Dealing 2015

Mar 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2015-03-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-06	Common Stock	A	250000.0	$0.0	Acquired	266619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-06	Cash Settled RSU	$	A	11324.0	Acquired	2016-03-14	Common Stock (11324)	Direct

Footnotes

F1: 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. The restricted stock units shall vest on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of restricted stock units eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO.

F2: Includes 250,000 restricted stock units ("RSU") 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 the 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.

F4: This grant of cash-settled RSUs was approved by the Compensation Committee of Issuer's Board of Directors on March 6, 2015. These cash-settled RSUs vest on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of restricted stock units eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO.