PERDOCEO EDUCATION Corp — Director's Dealing 2016

Sep 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2016-09-14

Reporting Person: NELSON TODD S (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-14	Common Stock	F	4628	$6.58	Disposed	255940	Direct
2016-09-14	Common Stock	M	260417	—	Acquired	516357	Direct
2016-09-14	Common Stock	D	260417	$6.58	Disposed	255940	Direct
2016-09-14	Common Stock	M	14881	—	Acquired	270821	Direct
2016-09-14	Common Stock	D	14881	$6.58	Disposed	255940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-14	Cash-Settled RSU	$	M	260417	Disposed	2017-09-14	Common Stock (260417)	Direct
2016-09-14	Cash-Settled RSU	$	M	14881	Disposed	2019-09-14	Common Stock (14881)	Direct

Footnotes

F1: 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.

F2: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F3: Includes 245,687 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock.

F4: The remaining cash-settled RSUs vest on September 14, 2017.

F5: The remaining cash-settled RSUs vest in three equal installments on September 14, 2017, 2018 and 2019.