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: Ayers Jeffrey David (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-06	Common Stock	A	8276.0	$0.0	Acquired	73982	Direct
2015-03-06	Common Stock	S	20487.0	$5.97	Disposed	53495	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-06	Cash Settled RSU	$	A	8276.0	Acquired	2019-03-14	Common Stock (8276)	Direct
2015-03-06	Non-Qualified Stock Option (right to buy)	$5.9	A	43980.0	Acquired	2025-03-06	Common Stock (43980)	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 in four equal installments on each of March 14, 2016, 2017, 2018 and 2019.

F2: Includes 25,708 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 the Issuer's common stock.

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 pursuant to Issuer's 2008 Incentive Compensation Plan. These cash-settled RSUs vest in four equal installments on March 14, 2016, 2017, 2018 and 2019.

F5: Exercisable in four equal annual installments on each of March 14, 2016,
2017, 2018 and 2019.