PERDOCEO EDUCATION Corp — Director's Dealing 2015

Feb 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2015-02-11

Reporting Person: STEFFEY SCOTT W (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-11	Common Stock	D	110092	$0.00	Disposed	41000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-11	Non-Qualified Stock Option (right to buy)	$2.20	D	450000	Disposed	2023-04-08	Common Stock (450000)	Direct
2015-02-11	Non-Qualified Stock Option (right to buy)	$6.81	D	300252	Disposed	2024-03-13	Common Stock (300252)	Direct
2015-02-11	Cash-Settled RSU	$	D	187500	Disposed	2017-03-14	Common Stock (187500)	Direct
2015-02-11	Cash-Settled RSU	$	D	78409	Disposed	2017-03-14	Common Stock (78409)	Direct
2015-02-11	Stock Appreciation Right	$2.20	D	50000	Disposed	2023-04-08	Common Stock (50000)	Direct
2015-02-11	Stock Appreciation Right	$2.20	D	144628	Disposed	2023-04-08	Common Stock (144628)	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.

F2: Securities forfeited in connection with Reporting Person's separation from the Issuer. Reporting Person and Issuer entered into a Separation and Release Agreement effective as of February 12, 2015 pursuant to which Issuer will pay Reporting Person $2.5 million in consideration for the cancellation of Reporting Person's outstanding equity and incentive awards, vested and unvested, including these securities, and taking into account other items.

F3: Not applicable due to forfeiture.

F4: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.